FIDELITY UNION STREET TRUST II
485BPOS, 1996-10-17
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FIDELITY DAILY INCOME TRUST
CROSS REFERENCE SHEET
FORM N-1A                          
 
ITEM NUMBER   PROSPECTUS SECTION   
 
 
<TABLE>
<CAPTION>
<S>   <C>    <C>                              <C>                                                   
1            ..............................   Cover Page                                            
 
2     a      ..............................   Expenses                                              
 
      b, c   ..............................   Contents; The Funds at a Glance; Who May Want         
                                              to Invest                                             
 
3     a      ..............................   Financial Highlights                                  
 
      b      ..............................   *                                                     
 
      c, d   ..............................   Performance                                           
 
4     a      i.............................   Charter                                               
 
             ii...........................    The Fund at a Glance; Investment Principles and       
                                              Risks                                                 
 
      b      ..............................   Investment Principles and Risks                       
 
      c      ..............................   Who May Want to Invest; Investment Principles         
                                              and Risks                                             
 
5     a      ..............................   Charter                                               
 
      b      i.............................   Cover Page: The Fund at a Glance; Doing               
                                              Business with Fidelity; Charter                       
 
             ii...........................    Charter                                               
 
             iii..........................    Expenses; Breakdown of Expenses                       
 
      c      ..............................   *                                                     
      d      ..............................   Charter; Breakdown of Expenses                        
 
      e      ..............................   Cover Page; Charter                                   
 
      f      ..............................   Expenses                                              
 
      g      i.............................   Charter                                               
             ii............................   *                                                     
 
5     A      ..............................   *                                                     
 
6     a      i.............................   Charter                                               
 
             ii...........................    How to Buy Shares; How to Sell Shares;                
                                              Transaction Details; Exchange Restrictions            
 
             iii..........................    Charter                                               
 
      b      .............................    *                                                     
 
      c      ..............................   Transaction Details; Exchange Restrictions            
 
      d      ..............................   *                                                     
 
      e      ..............................   Doing Business with Fidelity; How to Buy Shares;      
                                              How to Sell Shares; Investor Services                 
 
      f, g   ..............................   Dividends, Capital Gains, and Taxes                   
 
7     a      ..............................   Cover Page; Charter                                   
 
      b      ..............................   Expenses; How to Buy Shares; Transaction Details      
 
      c      ..............................   *                                                     
 
      d      ..............................   How to Buy Shares                                     
 
      e      ..............................   *                                                     
 
      f      ..............................   Breakdown of Expenses                                 
 
8            ..............................   How to Sell Shares; Investor Services; Transaction    
                                              Details; Exchange Restrictions                        
 
9            ..............................   *                                                     
 
</TABLE>
 
* Not Applicable
 
FIDELITY DAILY INCOME TRUST
CROSS REFERENCE SHEET  
(CONTINUED)
FORM N-1A                                                   
 
ITEM NUMBER   STATEMENT OF ADDITIONAL INFORMATION SECTION   
 
 
<TABLE>
<CAPTION>
<S>      <C>     <C>                            <C>                                                
10, 11           ............................   Cover Page                                         
 
12               ............................   Description of the Trust                           
 
13       a - c   ............................   Investment Policies and Limitations                
 
         d       ............................   *                                                  
 
14       a - c   ............................   Trustees and Officers                              
 
15       a, b    ............................   *                                                  
 
         c       ............................   Trustees and Officers                              
 
16       a i     ............................   FMR; Portfolio Transactions                        
 
           ii    ............................   Trustees and Officers                              
 
          iii    ............................   Management Contract                                
 
         b       ............................   Management Contract                                
 
         c, d    ............................   Contracts with FMR Affiliates                      
 
         e       ............................   *                                                  
 
         f       ............................   Distribution and Service Plan                      
 
         g       ............................   *                                                  
 
         h       ............................   Description of the Trust                           
 
         i       ............................   Contracts with FMR Affiliates                      
 
17       a       ............................   Portfolio Transactions                             
 
         b       ............................   *                                                  
 
         c       ............................   Portfolio Transactions                             
 
         d, e    ............................   *                                                  
 
18       a       ............................   Description of the Trust                           
 
         b       ............................   *                                                  
 
19       a       ............................   Additional Purchase and Redemption Information     
 
         b       ............................   Additional Purchase and Redemption Information;    
                                                Valuation of Portfolio Securities                  
 
         c       ............................   *                                                  
 
20               ............................   Distributions and Taxes                            
 
21       a, b    ............................   Contracts with FMR Affiliates                      
 
         c       ............................   *                                                  
 
22       a       ............................   Performance                                        
         b       ............................   *                                                  
 
23               ............................   Financial Statements                               
 
</TABLE>
 
* Not Applicable
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how the fund
invests and the services available to shareholders.
To learn more about the fund and its investments, you can obtain a copy of
the fund's most recent financial report and portfolio listing, or a copy of
the Statement of Additional    I    nformation (SAI) dated October 18,
1996.    T    he SAI has been filed with the Securities and    E    xchange
Commission (SEC) and is available    a    long with other related materials
on the SEC's    I    nternet Web site (http://www.sec.gov). The SAI is
incorporated herein by reference (legally forms a part of the prospectus).
For a free copy of either document, call Fidelity at 1-800-544-8888.
Investments in the fund are neither insured nor guaranteed by the U.S.
government, and there can be no assurance that the fund will maintain a
stable $1.00 share price.
Mutual fund shares are not deposits or obligations of, or guaranteed by,
any depository institution. Shares are not insured by the FDIC,
   F    ederal Reserve Board, or any other agency,    a    nd are subject
to investment risks, including    p    ossible loss of principal amount
invested.
 
LIKE ALL MUTUAL 
FUNDS, THESE 
SECURITIES HAVE NOT 
BEEN APPROVED OR 
DISAPPROVED BY THE 
SECURITIES AND 
EXCHANGE 
COMMISSION OR ANY 
STATE SECURITIES 
COMMISSION, NOR HAS 
THE SECURITIES AND 
EXCHANGE 
COMMISSION OR ANY 
STATE SECURITIES 
COMMISSION PASSED 
UPON THE ACCURACY 
OR ADEQUACY OF THIS 
PROSPECTUS. ANY 
REPRESENTATION TO 
THE CONTRARY IS A 
CRIMINAL OFFENSE.
FDI-pro-1096
Daily Income seeks high current income while maintaining a stable $1.00
share price by investing in high-quality, short-term money market
securities.
FIDELITY
DAILY INCOME
TRUST
PROSPECTUS
OCTOBER 18, 1996(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
 
 
CONTENTS
 
 
KEY FACTS                  THE FUND AT A GLANCE                  
 
                           WHO MAY WANT TO INVEST                
 
                           EXPENSES The fund's yearly            
                           operating expenses.                   
 
                           FINANCIAL HIGHLIGHTS A summary        
                           of the fund's financial data.         
 
                           PERFORMANCE How the fund has          
                           done over time.                       
 
THE FUND IN DETAIL         CHARTER How the fund is               
                           organized.                            
 
                           INVESTMENT PRINCIPLES AND RISKS       
                           The fund's overall approach to        
                           investing.                            
 
                           BREAKDOWN OF EXPENSES How             
                           operating costs are calculated and    
                           what they include.                    
 
YOUR ACCOUNT               DOING BUSINESS WITH FIDELITY          
 
                           TYPES OF ACCOUNTS Different           
                           ways to set up your account,          
                           including tax-sheltered retirement    
                           plans.                                
 
                           HOW TO BUY SHARES Opening an          
                           account and making additional         
                           investments.                          
 
                           HOW TO SELL SHARES Taking money       
                           out and closing your account.         
 
                           INVESTOR SERVICES Services to         
                           help you manage your account.         
 
SHAREHOLDER AND            DIVIDENDS, CAPITAL GAINS,             
ACCOUNT POLICIES           AND TAXES                             
 
                           TRANSACTION DETAILS Share price       
                           calculations and the timing of        
                           purchases and redemptions.            
 
                           EXCHANGE RESTRICTIONS                 
 
   KEY FACTS    
 
 
THE FUND AT A GLANCE
GOAL: Income while maintaining a stable $1.00 share price. As with any
mutual fund, there is no assurance that the fund will achieve its goal.
STRATEGY: Invests in high-quality, short-term domestic money market
securities of all types.
MANAGEMENT: Fidelity Management & Research Company (FMR) is the management
arm of Fidelity Investments, which was established in 1946 and is now
America's largest mutual fund manager. FMR Texas Inc. (   F    MR Texas), a
subsidiary of FMR, chooses investments for the fund.
SIZE: As of August 31,    1    996, the fund had over $2 billion in assets.
WHO MAY WANT TO INVEST
The fund may be appropriate for investors who would like to earn income at
current money market rates while preserving the value of their investment.
The fund is managed to keep its share price stable at $1.00. The rate of
income will vary from day to day, generally reflecting short-term interest
rates.
The fund does not constitute a balanced investment plan. However, because
it emphasizes stability, it could be well-suited for a portion of your
   i    nvestments. The fund offers checkwriting to give you easy access to
your money.
 
THE SPECTRUM OF 
FIDELITY FUNDS 
Broad categories of Fidelity 
funds are presented here in 
order of ascending risk. 
Generally, investors seeking 
to maximize return must 
assume greater risk. Daily 
Income is in the MONEY 
MARKET category. 
(right arrow) MONEY MARKET Seeks 
income and stability by 
investing in high-quality, 
short-term investments.
(solid bullet) INCOME Seeks income by 
investing in bonds. 
(solid bullet) GROWTH AND INCOME 
Seeks long-term growth and 
income by investing in stocks 
and bonds.
(solid bullet) GROWTH Seeks long-term 
growth by investing mainly in 
stocks. 
(checkmark)
EXPENSES 
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy, sell or
hold shares of a fund. See page  for more information about these fees.
Maximum sales charge on purchases                            None    
and reinvested distributions                                         
 
Deferred sales charge on redemptions                         None    
 
Exchange fee                                                 None    
 
Annual account maintenance fee (for accounts under $2,500)   $12.0   
                                                             0       
 
ANNUAL FUND OPERATING EXPENSES are paid out of the fund's assets. The fund
pays a management fee to FMR. It also incurs other expenses for services
such as maintaining shareholder records and furnishing shareholder
statements and financial reports. The fund's expenses are factored into its
share price or dividends and are not charged directly to shareholder
accounts (see page ).
The following are projections based on historical expenses, and are
calculated as a percentage of average net assets.
Management fee                  0.   3    2   
                                %             
 
12b-1 fee                       None          
 
Other expenses                  0.   1    8   
                                %             
 
Total fund operating expenses   0.   5    0   
                                %             
 
EXAMPLES: Let's say, hypothetically, that the fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses if you
close your account after the number of years indicated:
After 1 year     $    5        
 
After 3 years    $ 1   6       
 
After 5 years    $ 2   8       
 
After 10 years   $ 6   3       
 
These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.
 
 
 
 
 
 
 
 
 
 
 
 
UNDERSTANDING
EXPENSES
Operating a mutual fund 
involves a variety of 
expenses for portfolio 
management, shareholder 
statements, tax reporting, and 
other services. These costs 
are paid from the fund's 
assets; their effect is already 
factored into any quoted 
share price or return.
(checkmark)
FINANCIAL HIGHLIGHTS
The table that follows is included in the fund's Annual Report and has been
audited by Coopers & Lybrand L.L.P., independent accountants. Their report
on the financial statements and financial highlights is included in the
Annual Report. The financial statements and financial highlights are
incorporated by reference into (are legally a part of) the fund's Statement
of Additional Information.
SELECTED PER-SHARE DATA
 
 
 
<TABLE>
<CAPTION>
<S>                      <C>              <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       
1.Years ended               1    996      1995      1994      1993      1992      1991      1990A     1989B     1988B     1987B     
August 31                                                                                                                          
 
2.Net asset value,       $    1    .00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    
beginning of period      0                0         0         0         0         0         0         0         0         0         
 
3.Income from               .    051      .053      .032      .028      .042      .064      .051      .087      .070      .061     
Investment                                                                                                                         
Operations                                                                                                                          
 Net interest                                                                                                                       
income                                                                                                                              
 
4.Less                    (   .    051)    (.053)    (.032)    (.028)    (.042)    (.064)    (.051)    (.087)    (.070)    (.061)   
Distributions                                                                                                                      
 From net interest                                                                                                                  
income                                                                                                                             
 
5.Net asset value,       $ 1   .    00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    
end of period            0                0         0         0         0         0         0         0         0         0         
 
6.Total returnC           5   .    25      5.43      3.23      2.83      4.32      6.64      5.22      8.97      7.15      6.14     
                         %                %         %         %         %         %         %         %         %         %         
 
7.RATIOS AND SUPPLEMENTAL DATA                                                                                                     
 
8.Net assets, end        $ 2   ,    31    $ 2,25    $ 2,13    $ 2,09    $ 2,50    $ 2,80    $ 2,98    $ 2,92    $ 3,04    $ 2,98    
of period                7                6         2         6         2         2         1         3         2         1         
(In millions)                                                                                                                      
 
9.Ratio of                   .    50%      .54%      .56%      .57%      .55%      .60%      .63%      .64%      .66%      .70%     
expenses to                                                                                D                                       
average net assets                                                                                                                 
 
10.Ratio of net           5   .    11      5.31      3.18      2.83      4.22      6.47      7.69      8.68      7.01      6.14     
interest income to       %                %         %         %         %         %         %D        %         %         %         
average net assets                                                                                                                 
 
</TABLE>
 
A EIGHT MONTHS ENDED AUGUST 31
B    F    ISCAL YEARS ENDED DECECEMBER 31
C TOTAL RETURNS FOR PERIODS    O    F LESS THAN ONE YEAR ARE NOT
ANNUALIZED.
D ANNUALIZED
PERFORMANCE
Money market fund performance can be measured as TOTAL RETURN or YIELD. The
total returns that follow are based on historical fund results and do not
reflect the effect of taxes. 
The fund's fiscal year runs from September 1 through August 31. The tables
below show the fund's performance over past fiscal years compared to a
measure of inflation.
AVERAGE ANNUAL TOTAL RETURNS
Fiscal    p    eriods    Pas   Past    Past    
ended                    t 1   5       10      
August 31, 199   6       yea   year    year    
                         r     s       s       
 
Daily Income            5   .    25    4   .    21    5   .    70   
                       %              %              %              
 
Consumer Price Index    2   .    88    2   .    86    3   .    67   
                       %              %              %              
 
CUMULATIVE TOTAL RETURNS
Fiscal period   s     ended   Pas   Past    Past    
August 31, 199   6            t 1   5       10      
                              yea   year    year    
                              r     s       s       
 
Daily Income    5   .    25    22   .    89    74   .    06   
               %              %               %               
 
Consumer Price Index    2   .    88    15   .    15    43   .    39   
                       %              %               %               
 
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in the fund over a
given period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results.
YIELD refers to the income generated by an investment in the fund over a
given period of time, expressed as an annual percentage rate. When a yield
assumes that income earned is reinvested, it is called an EFFECTIVE YIELD.
UNDERSTANDING
PERFORMANCE
SEVEN-DAY YIELD illustrates 
the income earned by a 
money market fund over a 
recent seven-day period. TOTAL 
RETURN reflects both the 
reinvestment of income and 
the change in a fund's share 
price. Since money market 
funds maintain a stable $1.00 
share price, current seven-day 
yields are the most common 
illustration of money market 
fund performance.
(checkmark)
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. government.
The fund's recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance call 1-800-544-8888.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
   THE FUND IN DETAIL    
 
 
CHARTER
DAILY INCOME IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified goal.    T    he fund is a diversified
fund of Fidelity Union Street Trust II, an open-end management investment
company organized as a Delaware business trust on June 20, 1991.
THE FUND IS GOVERNED BY A BOARD OF TRUSTEES    w    hich is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the fund's activities,
review contractual arrangements with companies that provide services to the
fund, and review    t    he    f    und's performance. The majority of
trustees are not otherwise affiliated with Fidelity.
THE FUND MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These meetings
may be called to elect or remove trustees, change fundamental policies,
approve a management contract, or for other purposes. Shareholders not
attending these meetings are encouraged to vote by proxy. Fidelity will
mail proxy materials in advance, including a voting card and information
about the proposals to be voted on. You are entitled to one vote for each
share you own.
FMR AND ITS AFFILIATES
The fund is managed by FMR, which handles the fund's business affairs.
   F    MR    T    exas, located in Irving, Texas, has primary
responsibility for providing investment management services.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services. Fidelity Service Co. (FSC) performs transfer agent
servicing functions for the fund.
FMR Corp. is the ultimate parent company of FMR and FMR    T    exas.
Members of the Edward C. Johnson 3d family are the predominant owners of a
class of shares of common stock representing approximately 49% of the
voting power of FMR Corp. Under the Investment Company Act of 1940 (the
1940 Act), control of a company is presumed where one individual or group
of individuals owns more than 25% of the voting stock of that company;
therefore, the Johnson family may be deemed under the 1940 Act to form a
controlling group with respect to FMR Corp.
   F    MR may use its broker-dealer affiliates and other firms that sell
fund shares    t    o    c    arry out the fund's transactions,
pro   v    ided that the fund receives brokerage services and commission
rates comparable to those of other broker-dealers. 
INVESTMENT PRINCIPLES AND RISKS
   T    HE FUND'S INVESTMENT    A    PPROACH
The fund seeks to earn a high level of current income while maintaining a
stable $1.00 share price by investing in high-quality, short-term
   s    ecurities. The    f    und invests only in high-quality U.S.
   d    ollar-denominated money market    s    e   c    urities of domestic
issuers, including    U    .S. Government securities and repur   c    hase
agreements. The fund also may    e    nter into reverse repurchase
agree   m    ents. 
When you sell your shares, they should be worth the same amount as when you
bought them. Of course, there is no guarantee that the fund will maintain a
stable $1.00 share price. The fund follows industry-standard guidelines on
the quality and maturity of its investments, which are designed to help
maintain a stable $1.00 share price. The fund will purchase only
high-quality securities that FMR believes present minimal credit risks and
will observe maturity restrictions on securities it buys. In general,
securities with longer maturities are more vulnerable to price changes,
although they may provide higher yields. It is possible that a major change
in interest rates or a default on the fund's investments could cause its
share price (and the value of your investment) to change.
The fund earns income at current money market rates. It stresses income,
   p    reservation of capital, and liquidity and does not seek the higher
yields or capital appreciation that more aggressive investments may
provide. The fund's yield will vary from day to day and generally reflects
current short-term interest rates and other market conditions.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which the fund may invest, strategies FMR may employ in
pursuit of the fund's investment objective, and a summary of related risks.
Any restrictions listed supplement those discussed earlier in this section.
A complete listing of the fund's limitations and more detailed information
about the fund's investments are contained in the fund's SAI. Policies and
limitations are considered at the time of purchase; the sale of instruments
is not required in the event of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that they are consistent with the fund's investment
objective and policies and that doing so will help    t    he fund achieve
its goal. Fund holdings    a    nd recent investment strategies are
de   t    ailed in the fund's financial reports, which are sent to
shareholders twice a year. For a free SAI or financial report, call
1-800-544-8888.
MONEY MARKET SECURITIES are high-   q    uality, short-term instruments
issued by the U.S. Government, corporations, financial institutions, and
other enti   t    ies. These securities may carry fixed, variable, or
floating interest rates.    S    ome money market securities employ
   a     trust or similar structure to modify the maturity, price
characteristics, or quality of financial assets so that they are eligible
investments for money market funds. If the structure does not perform as
intended, adverse tax or investment consequences may result. 
U.S. GOVERNMENT MONEY MARKET    S    ECURITIES are short-term debt
instruments issued or guaranteed by the U.S. Treasury or by an agency or
instrumentality of the U.S. Government. Not all    U    .S. Government
securities are backed by the full faith and credit of the United
   S    tates. For example, U.S. Government    s    ecurities such as those
issued by the    F    ederal National Mortgage Association are supported by
the instrumentality's right to borrow money from the U.S. Treasury under
certain circumstances.    O    ther U.S. Government securities such
   a    s those issued by the Federal Farm    C    redit Banks Funding
Corporation are supported only by the credit of the entity that issued
them.
   C    REDIT SUPPORT. Issuers may employ    v    arious forms of credit
enhancement,    i    ncluding letters of credit, guarantees,    o    r
insurance from a bank, insurance    c    ompany, or other entity. These
arrange   m    ents expose the fund to the credit risk    o    f the
entity. In the case of foreign enti   t    ies, extensive public
information about    t    he entity may not be available and the
   e    ntity may be subject to unfavorable    p    olitical, economic, or
governmental de   v    elopments which might affect its ability    t    o
honor its commitment.
ASSET-BACKED SECURITIES include interests in pools of mortgages, loans,
receivables, or other assets. Payment of principal and interest may be
largely dependent upon the cash flows generated by the assets backing the
securities.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a benchmark
rate changes. These interest rate adjustments are designed to help
stabilize the security's price.
STRIPPED SECURITIES are the separate income or principal components of a
debt security. The risks associated with stripped securities are similar to
those of other money market securities, although stripped securities may be
more    v    olatile. U.S. Treasury securities that    h    ave been
stripped by a Federal Reserve    B    ank are obligations issued by the
U.S.    T    reasury.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund buys a security
at one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, the fund
temporarily transfers possession of a portfolio instrument to another party
in return for cash. This could increase the risk of fluctuation in the
fund's yield or in the market value of its assets.
OTHER MONEY MARKET SECURITIES may include commercial paper, certificates of
deposit, bankers' acceptances, and time deposits.
PUT FEATURES entitle the holder to put (sell back) a security to the issuer
or    a    nother party. In exchange for this    b    enefit, the fund may
accept a lower interest rate. The credit quality of the investment may be
affected by the creditworthiness of the put provider. Demand features,
standby commitments, and tender options are types of put features.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The    s    ale of some illiquid securities, and    s    ome other
securities, may be subject to legal restrictions. Difficulty in selling
securities may result in a loss or may be costly to the fund.
   R    ESTRICTIONS. The fund may not purchase a security if, as a result,
more than 10% of its assets would be invested in illiquid securities. 
WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS are trading practices in
which payment and delivery for the securities take place at a future date.
The market value of a security    c    ould change during this period.
   F    INANCIAL SERVICES INDUSTRY. Compa   n    ies in the financial
services industry    a    re subject to various risks related to
   t    hat industry, such as government reg   u    lation, changes in
interest rates, and    e    xposure on loans, including loans to
   f    oreign borrowers. If a fund invests    s    ubstantially in this
industry, its perfor   m    ance may be affected by conditions
a   f    fecting the industry.
   R    ESTRICTIONS: The fund will invest more t   h    an 25% of its total
assets in the financ   i    al services industry.
   C    ASH MANAGEMENT. The fund may i   n    vest in money market
securities, in a p   o    oled account of repurchase agree   m    ents, and
in a money market fund, a   v    ailable only to FMR-managed funds
a   n    d accounts, whose goal is to seek high c   u    rrent income while
maintaining a s   t    able $1.00 share price. A major change i   n    
interest rates or a default on the f   u    nd's investments could cause
its share p   r    ice to change.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry. 
RESTRICTIONS: The fund may not invest more than 5% of its total assets in
any one issuer, except that the fund may invest up to 10% of its total
assets in the    h    ighest quality securities of a single    i    ssuer
for up to three business days. These limitations do not apply to U.S.
   G    overnment securities.
BORROWING. The fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements, and may make additional
investments while borrowings are outstanding.
RESTRICTIONS: The fund may borrow only for temporary or emergency purposes,
or engage in reverse repurchase agreements, but not in an amount exceeding
331/3% of its total assets.
LENDING. The fund may lend money to other funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 331/3% of the fund's
total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following    p    aragraphs restate all those that are fundamental. All
policies stated throughout this prospectus, other than those identified in
the following paragraphs, can be changed without shareholder approval. 
The fund seeks as high a level of current income as is consistent with
preserving capital and providing liquidity. 
   T    he fund will invest more than 25% of its total assets in the
financial services industry. 
The fund may borrow only for temporary    o    r emergency purposes, or
engage in re   v    erse repurchase agreements, but not in an amount
exceeding 331/3 % of its total assets.
Loans, in the aggregate, may not exceed 331/3% of the fund's total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the fund pays fees related to its daily operations.
Expenses paid out of the fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted
from shareholder accounts. 
The fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to an affiliate who provides
assistance with these services. The fund also pays OTHER EXPENSES, which
are explained at right.
FMR may, from time to time, agree to reimburse the fund for management fees
and other expenses above a specified limit. FMR retains the ability to be
repaid by the fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease the fund's expenses and boost its
performance.
MANAGEMENT FEE 
The management fee is calculated and paid to FMR every month. The fee is
calculated by adding two components,    o    ne based on the fund's assets
and one based on its income.
The first component cannot rise above .10%, and it drops as the fund's
assets exceed $2 billion. The second component is 4% of the fund's monthly
gross income, but the annualized rate cannot rise above .40% nor fall below
 .20% of the fund's average net assets for the month.
   T    he total management fee rate for the    f    iscal year ended
August 31, 1996 was    0    .32%.
FMR HAS A SUB-ADVISORY AGREE   M    ENT with FMR Texas, which has primary
responsibility for providing investment management for the fund, while FMR
retains responsibility for providing other management services. FMR pays
FM   R T    exas 50% of its management fee (before expense reimbursements)
for these ser   v    ices. FMR paid FMR Texas 0.16% of the    f    und's
average net assets for the fiscal    y    ear ended August 31, 1996.
OTHER EXPENSES 
While the management fee is a significant component of the fund's annual
operating costs, the fund has other expenses as well. 
The fund contracts with FSC to perform many transaction and accounting
functions. These services include processing shareholder transactions,
valuing the fund's investments, and handling se   c    urities loans. In
the fiscal year ended    A    ugust 31, 1996, the fund paid FSC fees
   e    qual to 0.17% of its average net assets.
The fund also pays other expenses, such as legal, audit, and custodian
fees; proxy solicitation costs; and the compensation of trustees who are
not affiliated with Fidelity.
The fund has adopted a Distribution and Service Plan. This plan recognizes
that FMR may use its resources, including management fees, to pay expenses
associated with the sale of fund shares. This may include payments to third
parties, such as banks or broker-dealers, that provide shareholder support
services or engage in the sale of the fund's shares. It is important to
note, however, that the fund does not pay FMR any separate fees for this
service.
   YOUR ACCOUNT    
 
 
DOING BUSINESS WITH FIDELITY
Fidelity Investments was established in 1946 to manage one of America's
first mutual funds. Today, Fidelity is the largest mutual fund company in
the country, and is known as an innovative provider of high-quality
financial services to individuals and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms,    F    idelity Brokerage
Services, Inc. (FBSI). Fidelity is also a leader in providing tax-sheltered
retirement plans for individuals investing on their own or through their
employer.
Fidelity is committed to providing investors with practical information to
make investment decisions. Based in Boston, Fidelity provides customers
with complete service 24 hours a day, 365 days a year, through a network of
telephone service centers around the country. 
To reach Fidelity for general information, call these numbers:
(small solid bullet) For mutual funds, 1-800-544-8888
(small solid bullet) For brokerage, 1-800-544-7272
If you would prefer to speak with a representative in person, Fidelity has
over 80 walk-in Investor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in the fund or, if you own or intend to
purchase individual securities as part of your total investment portfolio,
you may consider investing in the fund through a brokerage account.
If you are investing through FBSI or another financial institution or
investment professional, refer to its program materials for any special
provisions regarding your investment in the fund.
The different ways to set up (register)    y    our account with Fidelity
are listed in    t    he table on page .
The account guidelines that follow may not apply to certain retirement
accounts. If your employer offers the fund through a retirement program,
contact your employer for more information. Otherwise, call Fidelity
directly.
FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(solid bullet) Number of Fidelity mutual 
funds: over    2    15
(solid bullet) Assets in Fidelity mutual 
funds: over $   3    93 billion
(solid bullet) Number of shareholder 
accounts: over    2    7 million
(solid bullet) Number of investment 
analysts and portfolio 
managers: over    2    43
(checkmark)
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS 
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT 
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES 
 Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums. 
(solid bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal
age and under 70 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.
(solid bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans. 
(solid bullet) KEOGH OR CORPORATE PROFIT SHARING AND MONEY PURCHASE PENSION
PLANS allow self-employed individuals or small business owners (and their
employees) to make tax-deductible contributions for themselves and any
eligible employees up to $30,000 per year. 
(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small
business owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements. 
(solid bullet) 403(B) CUSTODIAL ACCOUNTS are available to employees of most
tax-exempt institutions, including schools, hospitals, and other charitable
organizations. 
(solid bullet) 401(K) PROGRAMS allow employees of corporations of all sizes
to contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA) 
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS 
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST 
FOR MONEY BEING INVESTED BY A TRUST 
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION 
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
THE FUND'S SHARE PRICE, called net asset value (NAV), is calculated every
business day. The fund is managed to keep its share price stable at $1.00.
The fund's shares are sold without a sales charge.
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page . If there is no application accompanying this
prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail in an application with a check, or
(small solid bullet) Open your account by exchanging from another Fidelity
fund.
IF YOU ARE INVESTING THROUGH A TAX-SHELTERED RETIREMENT PLAN, such as an
IRA, for the first time, you will need a special application. Retirement
investing also involves its own investment procedures. Call 1-800-544-8888
for more information and a retirement application.
If you buy shares by check or Fidelity Money Line(registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven business days to
ensure that your previous investment has cleared.
MINIMUM INVESTMENTS 
TO OPEN AN ACCOUNT  $5,000
For Fidelity retirement accounts  $500
TO ADD TO AN ACCOUNT  $500
For Fidelity retirement accounts $250
   T    hrough regular investment plans* $100
MINIMUM BALANCE $1,000
For Fidelity retirement accounts $500
*    F    OR MORE INFORMATION ABOUT REGULAR INVESTMENT    P    LANS, PLEASE
REFER TO THE "INVESTOR SERVICES" SECTION    O    N PAGE .
These minimums may vary for investments through Fidelity Portfolio
Adviso   r    y Services. Refer to the program materials for details.
 
<TABLE>
<CAPTION>
<S>                                   <C>                                           <C>                                           
                                      TO OPEN AN ACCOUNT                            TO ADD TO AN ACCOUNT                          
 
Phone 1-800-544-777 (phone_graphic)   (small solid bullet) Exchange from another    (small solid bullet) Exchange from another    
                                      Fidelity fund account                         Fidelity fund account                         
                                      with the same                                 with the same                                 
                                      registration, including                       registration, including                       
                                      name, address, and                            name, address, and                            
                                      taxpayer ID number.                           taxpayer ID number.                           
                                                                                    (small solid bullet) Use Fidelity Money       
                                                                                    Line to transfer from                         
                                                                                    your bank account. Call                       
                                                                                    before your first use to                      
                                                                                    verify that this service                      
                                                                                    is in place on your                           
                                                                                    account. Maximum                              
                                                                                    Money Line: $50,000.                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                   <C>                                           <C>                                            
Mail (mail_graphic)   (small solid bullet) Complete and sign the    (small solid bullet) Make your check           
                      application. Make your                        payable to "Fidelity                           
                      check payable to                              Daily Income Trust."                           
                      "Fidelity Daily Income                        Indicate your fund                             
                      Trust." Mail to the                           account number on                              
                      address indicated on                          your check and mail to                         
                      the application.                              the address printed on                         
                                                                    your account statement.                        
                                                                    (small solid bullet) Exchange by mail: call    
                                                                    1-800-544-6666 for                             
                                                                    instructions.                                  
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                        <C>                                            <C>                                           
In Person (hand_graphic)   (small solid bullet) Bring your application    (small solid bullet) Bring your check to a    
                           and check to a Fidelity                        Fidelity Investor Center.                     
                           Investor Center. Call                          Call 1-800-544-9797 for                       
                           1-800-544-9797 for the                         the center nearest you.                       
                           center nearest you.                                                                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                   <C>                                             <C>                                       
Wire (wire_graphic)   (small solid bullet) Call 1-800-544-7777 to     (small solid bullet) Not available for    
                      set up your account                             retirement accounts.                      
                      and to arrange a wire                           (small solid bullet) Wire to:             
                      transaction. Not                                Bankers Trust                             
                      available for retirement                        Company,                                  
                      accounts.                                       Bank Routing                              
                      (small solid bullet) Wire within 24 hours to:   #021001033,                               
                      Bankers Trust                                   Account #00163053.                        
                      Company,                                        Specify "Fidelity Daily                   
                      Bank Routing                                    Income Trust" and                         
                      #021001033,                                     include your account                      
                      Account #00163053.                              number and your                           
                      Specify "Fidelity Daily                         name.                                     
                      Income Trust" and                                                                         
                      include your new                                                                          
                      account number and                                                                        
                      your name.                                                                                
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                 <C>                                   <C>                                            
Automatically (automatic_graphic)   (small solid bullet) Not available.   (small solid bullet) Use Fidelity Automatic    
                                                                          Account Builder. Sign                          
                                                                          up for this service                            
                                                                          when opening your                              
                                                                          account, or call                               
                                                                          1-800-544-6666 to add                          
                                                                          it.                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
HOW TO SELL SHARES 
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next share price calculated after your order is received and accepted.
Share price is normally calculated at 4 p.m. Eastern time. 
TO SELL SHARES IN A NON-RETIREMENT ACCOUNT, you may use any of the methods
described on these two pages. 
TO SELL SHARES IN A FIDELITY RETIREMENT ACCOUNT, your request must be made
in writing, except for exchanges to other Fidelity funds, which can be
requested by phone or in writing. Call 1-800-544-6666 for a retirement
distribution form. 
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least $1,000
worth of shares in the account to keep it open ($500 for retirement
accounts). 
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to sign
up for these services in advance. 
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply: 
(small solid bullet) You wish to redeem more than $100,000 worth of shares, 
(small solid bullet) Your account registration has changed within the last
30 days,
(small solid bullet) The check is being mailed to a different address than
the one on your account (record address), 
(small solid bullet) The check is being made payable to someone other than
the account owner, or 
(small solid bullet) The redemption proceeds are being transferred to a
Fidelity account with a different registration. 
You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if authorized
under state law), securities exchange or association, clearing agency, or
savings association. A notary public cannot provide a signature guarantee. 
SELLING SHARES IN WRITING 
Write a "letter of instruction" with: 
(small solid bullet) Your name, 
(small solid bullet) The fund's name, 
(small solid bullet) Your fund account number, 
(small solid bullet) The dollar amount or number of shares to be redeemed,
and 
(small solid bullet) Any other applicable requirements listed in the table
on page    22    . 
Unless otherwise instructed, Fidelity will send a check to the record
address. Deliver your letter to a Fidelity Investor Center, or mail it to: 
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602 
CHECKWRITING 
If you have a checkbook for your account, you may write an unlimited number
of checks. Do not, however, try to close out your account by check.
      ACCOUNT TYPE   SPECIAL REQUIREMENTS   
 
 
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<CAPTION>
<S>                                              <C>                   <C>                                                    
Phone 1-800-544-777 (phone_graphic)              All account types     (small solid bullet) Maximum check request:            
                                                 except retirement     $100,000.                                              
                                                                       (small solid bullet) For Money Line transfers to       
                                                 All account types     your bank account; minimum:                            
                                                                       $10; maximum: $100,000.                                
                                                                       (small solid bullet) You may exchange to other         
                                                                       Fidelity funds if both                                 
                                                                       accounts are registered with                           
                                                                       the same name(s), address,                             
                                                                       and taxpayer ID number.                                
 
Mail or in Person (mail_graphic)(hand_graphic)   Individual, Joint     (small solid bullet) The letter of instruction must    
                                                 Tenant,               be signed by all persons                               
                                                 Sole Proprietorship   required to sign for                                   
                                                 , UGMA, UTMA          transactions, exactly as their                         
                                                 Retirement account    names appear on the                                    
                                                                       account.                                               
                                                                       (small solid bullet) The account owner should          
                                                 Trust                 complete a retirement                                  
                                                                       distribution form. Call                                
                                                                       1-800-544-6666 to request                              
                                                                       one.                                                   
                                                 Business or           (small solid bullet) The trustee must sign the         
                                                 Organization          letter indicating capacity as                          
                                                                       trustee. If the trustee's name                         
                                                                       is not in the account                                  
                                                                       registration, provide a copy of                        
                                                                       the trust document certified                           
                                                 Executor,             within the last 60 days.                               
                                                 Administrator,        (small solid bullet) At least one person               
                                                 Conservator,          authorized by corporate                                
                                                 Guardian              resolution to act on the                               
                                                                       account must sign the letter.                          
                                                                       (small solid bullet) Include a corporate               
                                                                       resolution with corporate seal                         
                                                                       or a signature guarantee.                              
                                                                       (small solid bullet) Call 1-800-544-6666 for           
                                                                       instructions.                                          
 
Wire (wire_graphic)                              All account types     (small solid bullet) You must sign up for the wire     
                                                 except retirement     feature before using it. To                            
                                                                       verify that it is in place, call                       
                                                                       1-800-544-6666. Minimum                                
                                                                       wire: $5,000.                                          
                                                                       (small solid bullet) Your wire redemption request      
                                                                       must be received by Fidelity                           
                                                                       before 4 p.m. Eastern time                             
                                                                       for money to be wired on the                           
                                                                       next business day.                                     
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                     <C>                  <C>                                                            
Check (check_graphic)   All account types    (small solid bullet)    I    f your account is not an Ultra    
                        except retirement    Service Account,    t    here is a                             
                                             $1.00 charge for each check                                    
                                             written    u    nder $500.                                     
                                             (small solid bullet) All account owners must sign              
                                             a signature card to receive a                                  
                                             checkbook.                                                     
                                                                                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365 days
a year. Whenever you call, you can speak with someone equipped to provide
the information or service you need.
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(small solid bullet) Confirmation statements (after every transaction,
except reinvestments, that affects your account balance or your account
registration)
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of    m    ost financial reports and
prospectuses    w    ill be mailed to your household, even if    y    ou
have more than one account in the    f    und. Call 1-800-544-6666 if you
need    c    opies of financial reports, prospec   t    uses, or historical
account information.
TRANSACTION SERVICES 
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing.
Exchanges may have tax consequences for you. For details on policies and
restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page .
FIDELITY MONEY LINE(registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.
REGULAR INVESTMENT PLANS
Fidelity offers services that let you transfer money into your fund
account, or between fund accounts, automatically. Certain restrictions
apply for retirement accounts. Call 1-800-544-6666 for more information.
FIDELITY AUTOMATIC ACCOUNT BUILDERSM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND
MINIMUM      $100                      
 
FREQUENCY    Monthly or quarterly      
 
SETTING UP   Complete the              
             appropriate section on    
             the fund application.     
             For existing accounts,    
             call 1-800-544-6666       
             for an application.       
 
DIRECT DEPOSIT 
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY
FUND 
MINIMUM      $100                     
 
FREQUENCY    Every pay period         
 
SETTING UP   Check the                
             appropriate box on       
             the fund application,    
             or call                  
             1-800-544-6666 for       
             an authorization form.   
 
FIDELITY AUTOMATIC EXCHANGE SERVICE
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND 
MINIMUM      $100                     
 
FREQUENCY    Monthly, bimonthly,      
             quarterly, or annually   
 
SETTING UP   To establish, call       
             1-800-544-6666 after     
             both accounts are        
             opened.                  
 
   SHAREHOLDER AND ACCOUNT POLICIES    
 
 
DIVIDENDS, CAPITAL GAINS, AND TAXES 
The fund distributes substantially all of its net investment income and
capital gains, if any, to shareholders each year. Income dividends are
declared daily and paid monthly. 
DISTRIBUTION OPTIONS 
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. The fund offers three
options: 
1. REINVESTMENT OPTION. Your dividend and capital gain distributions, if
any, will be automatically reinvested in additional shares of the fund. If
you do not indicate a choice on your application, you will be assigned this
option. 
2. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions, if any. 
3. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividend and
capital gain distributions, if any, will be automatically invested in
another identically registered Fidelity fund.
FOR RETIREMENT ACCOUNTS, all distributions are automatically reinvested.
When you are over 59 years old, you can receive distributions in cash. 
Dividends will be reinvested at the fund's NAV on the last day of the
month. Capital gain distributions, if any, will be reinvested at the NAV as
of the record date of the distribution. The mailing of distribution checks
will begin within seven days.
TAXES
As with any investment, you should consider how your investment in the fund
will be taxed. If your account is not a tax-deferred retirement account, be
aware of these tax implications. 
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you 
are entitled to your share of 
the fund's net income and 
gains on its investments. The 
fund passes its earnings 
along to its investors as 
DISTRIBUTIONS.
The fund earns interest from 
its investments. These are 
passed along as DIVIDEND 
DISTRIBUTIONS. The fund may 
realize capital gains if it sells 
securities for a higher price 
than it paid for them. These 
are passed along as CAPITAL 
GAIN DISTRIBUTIONS. Money 
market funds usually don't 
make capital gain 
distributions.
(checkmark)
Distributions are subject to federal income tax, and may also be subject to
state or local taxes. If you live outside the United States, your
distributions could also be taxed by the country in which you reside. Your
distributions are taxable when they are paid, whether you take them in cash
or reinvest them. However, distributions declared in December and paid in
January are taxable as if they were paid on December 31.
For federal tax purposes, the fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions,
if any, are taxed as long-term capital gains. Every January, Fidelity will
send you and the IRS a statement showing the taxable distributions paid to
you in the previous year.
TRANSACTION DETAILS 
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates the fund's NAV as of the close of
business of the NYSE, normally 4 p.m. Eastern time.
THE FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding. 
Like most money market funds, the fund values the securities it owns on the
basis of amortized cost. This method minimizes the effect of changes in a
security's market value and helps the fund to maintain a stable $1.00 share
price.
THE FUND'S OFFERING PRICE (price to buy one share) and REDEMPTION PRICE
(price to sell one share) are its NAV. 
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require the fund to
withhold 31% of your taxable distributions and redemptions. 
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity may only be
liable for losses resulting from unauthorized transactions if it does not
follow reasonable procedures designed to verify the identity of the caller.
Fidelity will request personalized security codes or other information, and
may also record calls. You should verify the accuracy of your confirmation
statements immediately after you receive them. If you do not want the
ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center. 
THE FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. The fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of the fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following: 
(small solid bullet) All of your purchases must be made in U.S. dollars and
checks must be drawn on U.S. banks. 
(small solid bullet) Fidelity does not accept cash. 
(small solid bullet) When making a purchase with more than one check, each
check must have a value of at least $50. 
(small solid bullet) The fund reserves the right to limit the number of
checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will be
cancelled and you could be liable for any losses or fees the fund or its
transfer agent has incurred. 
(small solid bullet) You begin to earn dividends as of the first business
day following the day of your purchase. 
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead. 
YOU MAY BUY OR SELL SHARES OF THE    F    UND THROUGH AN INVESTMENT
PRO   F    ESSIONAL, INCLUDING A BROKER, who    m    ay charge you a
transaction fee for    t    his service. If you invest through an
in   v    estment professional, read your invest   m    ent professional's
program materials for any additional service features or    f    ees that
may apply. Certain features of    t    he fund, such as the minimum initial
   o    r subsequent investment amounts, may    b    e modified.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following: 
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect the fund, it may take up to seven days to pay you. 
(small solid bullet) Shares will earn dividends through the date of
redemption; however, shares redeemed on a Friday or prior to a holiday will
continue to earn dividends until the next business day.
(small solid bullet) Fidelity Money Line redemptions generally will be
credited to your bank account on the second or third business day after
your phone call.
(small solid bullet) The fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check or Fidelity Money Line
have been collected, which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.
(small solid bullet) If you sell shares by writing a check and the amount
of the check is greater than the value of your account, your check will be
returned to you and you may be subject to additional charges.
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of $12.00
from accounts with a value of less than $2,500, subject to an annual
maximum charge of $60.00 per shareholder. It is expected that accounts will
be valued on the second Friday in November of each year. Accounts opened
after September 30 will not be subject to the fee for that year. The fee,
which is payable to the transfer agent, is designed to offset in part the
relatively higher costs of servicing smaller accounts. The fee will not be
deducted from retirement accounts (except non-prototype retirement
accounts), accounts using regular investment plans, or if total assets in
Fidelity funds exceed $50,000. Eligibility for the $50,000 waiver is
determined by aggregating Fidelity mutual fund accounts maintained by FSC
or FBSI which are registered under the same social security number or which
list the same social security number for the custodian of a Uniform
Gifts/Transfers to Minors Act account.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity reserves the right to close your account and send the
proceeds to you. Your shares will be redeemed at the NAV on the day your
account is closed. 
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services. 
FDC may, at its own expense, provide promotional incentives to qualified
recipients who support the sale of shares of the fund without reimbursement
from the fund. Qualified recipients are securities dealers who have sold
fund shares or others, including banks and other financial institutions,
under special arrangements in connection with FDC's sales activities. In
some instances, these incentives may be offered only to certain
institutions whose representatives provide services in connection with the
sale or expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of the fund
for shares of other Fidelity funds. However, you should note the following:
(small solid bullet) The fund you are exchanging into must be registered
for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) If you exchange into a fund with a sales charge, you
pay the percentage-point difference between that fund's sales charge and
any sales charge you have previously paid in connection with the shares you
are exchanging. For example, if you had already paid a sales charge of 2%
on your shares and you exchange them into a fund with a 3% sales charge,
you would pay an additional 1% sales charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) The fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if the
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges that
coincides with a "market timing" strategy may be disruptive to the fund.
Although the fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The
fund reserves the right to terminate or modify the exchange privilege in
the future. 
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
   T    his prospectus is printed on recycled paper using soy-based inks.
FIDELITY DAILY INCOME TRUST
A FUND OF FIDELITY UNION STREET TRUST II
STATEMENT OF ADDITIONAL INFORMATION
OCTOBER 18, 1996       
This Statement is not a prospectus but should be read in conjunction with
the fund's current Prospectus (   d    ated October 18, 1996). Please
retain this document for future reference. The fund's financial statements
and financial highlights, included in the Annual Report for the fiscal year
ended August 31, 199   6    , are incorporated herein by reference. To
obtain an additional copy of the Prospectus or the Annual Report, please
call Fidelity Distributors Corporation at 1-800-544-8888.
TABLE OF CONTENTS                                PAGE   
 
                                                        
 
Investment Policies and Limitations                     
 
Portfolio Transactions                                  
 
Valuation of Portfolio Securities                       
 
Performance                                             
 
Additional Purchase and Redemption Information          
 
Distributions and Taxes                                 
 
FMR                                                     
 
Trustees and Officers                                   
 
Management Contract                                     
 
Distribution and Service Plan                           
 
Contracts with FMR Affiliates                           
 
Description of the Trust                                
 
Financial Statements                                    
 
Appendix                                                
 
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISER
FMR Texas Inc. (   F    MR Texas) 
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT 
Fidelity Service Co. (FSC)
FDI-ptb-1096
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of the fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining
whether the investment complies with the fund's investment policies and
limitations.
The fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940) of the fund.
However, except for the fundamental investment limitations listed below,
the investment policies and limitations described in this Statement of
Additional Information are not fundamental and may be changed without
shareholder approval. THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT
LIMITATIONS SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1)  purchase the securities of any issuer (other than obligations issued
or guaranteed as to principal and interest by the United States government,
or its agencies or instrumentalities), if, as a result, (a) more than 5% of
its total assets would be invested in the securities of such issuer,
provided, however, that with respect to 25% of its total assets, 10% of its
assets may be invested in the securities of any single issuer, or (b) with
respect to 75% of its total assets, the fund would own more than 10% of the
voting securities of such issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) purchase securities on margin (but the trust may obtain such credits as
may be necessary for the clearance of purchases and sales of securities);
(4) borrow money, except that the fund may (i) borrow money for temporary
or emergency purposes (not for leveraging or investment) and (ii) engage in
reverse repurchase agreements for any purpose; provided that (i) and (ii)
in combination do not exceed 33 1/3% of the fund's total assets (including
the amount borrowed) less liabilities (other than borrowings). Any
borrowings that come to exceed this amount will be reduced within three
days (not including Sundays and holidays) to the extent necessary to comply
with the 33 1/3% limitation;
(5) act as an underwriter (except as it may be deemed such in a sale of
restricted securities);
(6) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry, except that the fund will
invest more than 25% of its total assets in the financial services
industry;
(7) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(8) buy or sell commodities or commodity (futures) contracts unless
acquired as a result of ownership of securities;
(9) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements; or
(10) invest in companies for the purpose of exercising control or
management.
(11) The fund may, not withstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i)    T    he fund does not currently intend to purchase a security (other
than securities issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities) if, as a result, more than 5% of its total
assets would be invested in the securities of a single issuer; provided
that the fund may invest up to 10% of its total assets in the first tier
securities of a single issuer for up to three business days. (   T    his
limit does not apply to securities of other open-end investment companies
managed by FMR or a successor or affiliate purc   h    ased pursuant to an
exemptive order granted by the SEC.)
(ii) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party. The fund will not purchase any security while borrowings
(excluding reverse repurchase agreements) representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(v) The fund does not currently intend to purchase or sell futures
contracts or call options. This limitation does not apply to options
attached to, or acquired or traded together with, their underlying
securities, and does not apply to securities that incorporate features
similar to options or futures contracts.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 10% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser. (This limitation
does not apply to purchases of debt securities or to repurchase
agreements.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply (i) to securities received as dividends, through
offers of exchange,    o    r as a result of a reorganization,
consolidation, or merger, or (ii) to securities of other open-end
investment companies managed    b    y FMR or a successor or affiliate
purchased pursuant to an exemptive order granted by the SEC.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(ix) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(x) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitation (viii), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's policies on quality and maturity, see the section entitled
"Quality and Maturity" on page .
AFFILIATED BANK TRANSACTIONS. The fund may engage in transactions with
financial institutions that are, or may be considered to be, "affiliated
persons" of the fund under the Investment Company Act of 1940. These
transactions may include repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50 largest
U.S. banks (measured by deposits); municipal securities; U.S. government
securities with affiliated financial institutions that are primary dealers
in these securities; short-term currency transactions; and short-term
borrowings. In accordance with exemptive orders issued by the Securities
and Exchange Commission (SEC), the Board of Trustees has established and
periodically reviews procedures applicable to transactions involving
affiliated financial institutions.
ASSET-BACKED SECURITIES include pools of mortgages, loans, receivables or
other assets. Payment of principal and interest may be largely dependent
upon the cash flows generated by the assets backing the securities and, in
certain cases, supported by letters of credit, surety bonds, or other
credit enhancements. The value of asset-backed securities may also be
affected by the creditworthiness of the servicing agent for the pool, the
originator of the loans or receivables, or the entities providing the
credit support.
DELAYED-DELIVERY TRANSACTIONS. The fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by the fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking place after
the customary settlement period for that type of security. Typically, no
interest accrues to the purchaser until the security is delivered.
When purchasing securities on a delayed-delivery basis, the fund assumes
the rights and risks of ownership, including the risk of price and yield
fluctuations. Because the fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
the fund's other investments. If the fund remains substantially fully
invested at a time when delayed-delivery purchases are outstanding, the
delayed-delivery purchases may result in a form of leverage. When
delayed-delivery purchases are outstanding, the fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When the fund has sold a security on a
delayed-delivery basis, the fund does not participate in further gains or
losses with respect to the security. If the other party to a
delayed-delivery transaction fails to deliver or pay for the securities,
the fund could miss a favorable price or yield opportunity, or could suffer
a loss.
The fund may renegotiate delayed-delivery transactions after they are
entered into, and may sell underlying securities before they are delivered,
which may result in capital gains or losses. 
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of the fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of the fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment).
Investments currently considered by the fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days. Also, FMR may determine some restricted
securities and time deposits to be illiquid.
In the absence of market quotations, illiquid investments are valued for
purposes of monitoring amortized cost valuation at fair value as determined
in good faith by a committee appointed by the Board of Trustees. If through
a change in values, net assets, or other circumstances, the fund were in a
position where more than 10% of its net assets was invested in illiquid
securities, it would seek to take appropriate steps to protect liquidity.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive order
issued by the SEC, the fund has received permission to lend money to, and
borrow money from, other funds advised by FMR or its affiliates. Interfund
loans and borrowings normally extend overnight, but can have a maximum
duration of seven days. Loans may be called on one day's notice.    T    he
fund will lend through the program only when the returns are higher than
those available from an investment in repurchase agre   e    ments, and
will borrow through the program only when the costs are equal to or lower
than the cost of bank loans. The fund may h   a    ve to borrow from a bank
at a higher interest rate if an interfund loan is called or not renewed.
Any delay in repayment to a lending fund could result in a lost investment
opportunity or additional borrowing costs.
MONEY MARKET SECURITIES are high-quality, short-term obligations. Some
money market securities employ a trust or other similar structure to modify
the maturity, price characteristics, or quality of financial assets. For
example, put features can be used to modify the maturity of a security or
interest rate adjustment features can be used to enhance price stability.
If the structure does not perform as intended, adverse tax or investment
consequences may result. Neither the Internal Revenue Service (IRS) nor any
other regulatory authority has ruled definitively on certain legal issues
presented by structured securities. Future tax or other regulatory
determinations could adversely affect the value, liquidity, or tax
treatment of the income received from these securities or the nature and
timing of distributions made by the fund. 
MUNICIPAL SECURITIES are issued to raise money for a variety of public or
private purposes, including general financing for state and local
governments, or financing for specific projects or public facilities. They
may be issued in anticipation of future    r    evenues and may be backed
by the full taxing power of a municipality, the revenues from a specific
project, or the credit of a private organization. The value of some or all
municipal securities may be affected by uncertainties in the municipal
market related to legislation or litigation involving the taxation of
municipal securities or the rights of municipal securities holders. A fund
   m    ay own a municipal security directly or through a participation
interest. 
PUT FEATURES entitle the holder to sell a security back to the issuer or a
third party at any time or at specified intervals. They are subject to the
risk that the put provider is unable to honor the put feature (purchase the
security). Put providers often support their ability to buy securities on
demand by obtaining letters of credit or other guarantees from other
entities. Demand features, standby commitments, and tender options are
types of put features.
QUALITY AND MATURITY. Pursuant to procedures adopted by the Board of
Trustees, the fund may purchase only high-quality securities that FMR
believes present minimal credit risks. To be considered high quality, a
security must be rated in accordance with applicable rules in one of the
two highest categories for short-term securities by at least two nationally
recognized rating services (or by one, if only one rating service has rated
the security); or, if unrated, judged to be of equivalent quality by FMR.
High-quality securities are divided into "first tier" and "second tier"
securities. First tier securities are those deemed to be in the highest
rating category (e.g., Standard & Poor's A-1), and second tier securities
are those deemed to be in the second highest rating category (e.g.,
Standard & Poor's A-2). Split-rated securities may be determined to be
either first tier or second tier based on applicable regulations.
The fund may not invest more than 5% of its total assets in second tier
securities. In addition, the fund may not invest more than 1% of its total
assets or $1 million (whichever is greater) in the second tier securities
of a single issuer.
The fund currently intends to limit its investments to securities with
remaining maturities of 397 days or less, and to maintain a dollar-weighted
average maturity of 90 days or less. When determining the maturity of a
security, the fund may look to an interest rate reset or demand feature.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is unrelated to
the coupon rate or maturity of the purchased security. To protect the fund
from risk that the original seller will not fulfill its obligation, the
securities are held in an account of the fund at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus the
accrued incremental amount. While it does not presently appear possible to
eliminate all risks from these transactions (particularly the possibility
that the value of the underlying security will be less than the resale
price, as well as delays and costs to the fund in connection with
bankruptcy proceedings), it is the fund's current policy to engage in
repurchase agreement transactions with parties whose creditworthiness has
been reviewed and found satisfactory by FMR.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, the fund may be obligated to pay all or part of
the registration expense and a considerable period may elapse between the
time it decides to seek registration and the time it may be permitted to
sell a security under an effective registration statement. If, during such
a period, adverse market conditions were to develop, the fund might obtain
a less favorable price than prevailed when it decided to seek registration
of the security. However, in general, the fund anticipates holding
restricted securities to maturity or selling them in an exempt transaction.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, the fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement.
The fund will enter into reverse repurchase agreements only with parties
whose creditworthiness has been found satisfactory by FMR. Such
transactions may increase fluctuations in the market value of the fund's
assets and may be viewed as a form of leverage.
SHORT SALES "AGAINST THE BOX." The fund may sell securities short when it
owns or has the right to obtain securities equivalent in kind or amount to
the securities sold short. Short sales could be used to protect the net
asset value per share of the fund in anticipation of increased interest
rates, without sacrificing the current yield of the securities sold short.
If the fund enters into a short sale against the box, it will be required
to set aside securities equivalent in kind and amount to the securities
sold short (or securities convertible or exchangeable into such securities)
and will be required to hold such securities while the short sale is
outstanding. The fund will incur transaction costs, including interest
expenses, in connection with opening, maintaining, and closing short sales
against the box.
SOURCES OF CREDIT OR LIQUIDITY SUPPORT. FMR may rely on its evaluation of
the credit of a bank or another entity in determining whether to purchase a
security supported by a letter of credit guarantee, insurance or other
source of credit or liquidity. 
STRIPPED GOVERNMENT SECURITIES. Stripped    g    overnment securities are
created by separating the income and principal components of a U.S.
Government Security and selling    t    hem separately. STRIPS (Separate
Trading of Registered Interest and Principal of Securities) are created
when the coupon payments and the principal payment are stripped from an
outstanding U.S. Treasury security by a Federal Reserve Bank   .
P    rivately stripped government securities are created when a dealer
deposits a U.S. Treasury security or other U.S. Government secu   r    ity
with a custodian for safekeeping. The custodian issues separate receipts
for the coupon payments and the principal payment   ,     which the dealer
then sells. Proprietary receipts, such as Certificates of Accrual on
Treasury Securities (CATS) and Treasury    I    nvestment Growth Receipts
(TIGRS), and generic receipts, such as Treasury Receipts (TRs), are
privately stripped U.S. Treas   u    ry securities.
Be   c    ause the SEC does not consider privately stripped government
securities to be U.S. Government securities for purposes of Rule
2   a    -7, a fund must evaluate them as it would non-government
securities pursuant to regulatory guidelines applicable to all money
   m    arket funds.
VARIABLE AND FLOATING RATE SECURITIES provide for periodic adjustments of
the interest rate paid on the security. Variable rate securities provide
for a specified periodic adjustment in the interest rate, while floating
rate securities have interest rates that change whenever there is a change
in a designated benchmark rate. Some variable or floating rate securities
have put features.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the fund by FMR pursuant to authority contained in the management
contract. FMR has granted investment management authority to the
sub-adviser (see the section entitled "Management Contracts"), and the
sub-adviser is authorized to place orders for the purchase and sale of
portfolio securities, and will do so in accordance with the policies
described below. FMR is also responsible for the placement of transaction
orders for other investment companies and accounts for which it or its
affiliates act as investment adviser. Securities purchased and sold by the
fund generally will be traded on a net basis (i.e., without commission). In
selecting broker-dealers, subject to applicable limitations of the federal
securities laws, FMR considers various relevant factors, including, but not
limited to, the size and type of the transaction; the nature and character
of the markets for the security to be purchased or sold; the execution
efficiency, settlement capability, and financial condition of the
broker-dealer firm; the broker-dealer's execution services rendered on a
continuing basis; and the reasonableness of any commissions. 
The fund may execute portfolio transactions with broker-dealers who provide
research and execution services to the fund or other accounts over which
FMR or its affiliates exercise investment discretion. Such services may
include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; and the availability of
securities or the purchasers or sellers of securities. In addition, such
broker-dealers may furnish analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy,
and performance of accounts; effect securities transactions, and perform
functions incidental thereto (such as clearance and settlement). FMR
maintains a listing of broker-dealers who provide such services on a
regular basis. However, as many transactions on behalf of the fund are
placed with broker-dealers (including broker-dealers on the list) without
regard to the furnishing of such services, it is not possible to estimate
the proportion of such transactions directed to such broker-dealers solely
because such services were provided. The selection of such broker-dealers
generally is made by FMR (to the extent possible consistent with execution
considerations) based upon the quality of research and execution services
provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the fund may be useful to FMR in rendering investment management
services to the fund or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the fund. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause the
fund to pay such higher commissions, FMR must determine in good faith that
such commissions are reasonable in relation to the value of the brokerage
and research services provided by such executing broker-dealers, viewed in
terms of a particular transaction or FMR's overall responsibilities to the
fund and its other clients. In reaching this determination, FMR will not
attempt to place a specific dollar value on the brokerage and research
services provided, or to determine what portion of the compensation should
be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the fund or shares of other Fidelity funds
to the extent permitted by law. FMR may use research services provided by
and place agency transactions with Fidelity Brokerage Services, Inc. (FBSI)
and Fidelity Brokerage Services (FBS), subsidiaries of FMR Corp., if the
commissions are fair, reasonable, and comparable to commissions charged by
non-affiliated, qualified brokerage firms for similar services. From
September 1992 through December 1994, FBS operated under the name Fidelity
Brokerage Services Limited, Inc. (FBSL). As of January 1995, FBSL was
converted to an unlimited liability company and assumed the name FBS. Prior
to September 4, 1992, FBSL operated under the name Fidelity Portfolio
Services, Ltd. (FPSL) as a wholly owned subsidiary of Fidelity
International Limited (FIL). Edward C. Johnson 3d is Chairman of FIL. Mr.
Johnson 3d, Johnson family members, and various trusts for the benefit of
the Johnson family own, directly or indirectly, more than 25% of the voting
common stock of FIL.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
fund and review the commissions paid by the fund over representative
periods of time to determine if they are reasonable in relation to the
benefits to the fund.
   D    uring the fiscal years ended August 31, 1996, 1995, and 1994, the
fund paid no brokerage commissions. During the fiscal year    e    nded
August 31, 1996, the fund paid no fees to brokerage firms that provided
research services.
From time to time the Trustees will review whether the recapture for the
benefit of the fund of some portion of the brokerage commissions or similar
fees paid by the fund on portfolio transactions is legally permissible and
advisable. The fund seeks to recapture soliciting broker-dealer fees on the
tender of portfolio securities, but at present no other recapture
arrangements are in effect. The Trustees intend to continue to review
whether recapture opportunities are available and are legally permissible
and, if so, to determine in the exercise of their business judgment whether
it would be advisable for the fund to seek such recapture.
Although the Trustees and officers of the fund are substantially the same
as those of other funds managed by FMR, investment decisions for the fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds and accounts
are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund or
account.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with procedures believed to be appropriate and equitable for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as the fund is concerned. In other cases,
however, the ability of the fund to participate in volume transactions will
produce better executions and prices for the fund. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to the fund outweighs any disadvantages that may be said
to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
The fund values its investments on the basis of amortized cost. This
technique involves valuing an instrument at its cost as adjusted for
amortization of premium or accretion of discount rather than its value
based on current market quotations or appropriate substitutes which reflect
current market conditions. The amortized cost value of an instrument may be
higher or lower than the price the fund would receive if it sold the
instrument.
Valuing the fund's instruments on the basis of amortized cost and use of
the term "money market fund" are permitted by Rule 2a-7 under the
Investment Company Act of 1940. The fund must adhere to certain conditions
under Rule 2a-7.
The Board of Trustees of the trust oversees FMR's adherence to SEC rules
concerning money market funds, and has established procedures designed to
stabilize the fund's net asset value (NAV) at $1.00. At such intervals as
they deem appropriate, the Trustees consider the extent to which NAV
calculated by using market valuations would deviate from $1.00 per share.
If the Trustees believe that a deviation from the fund's amortized cost per
share may result in material dilution or other unfair results to
shareholders, the Trustees have agreed to take such corrective action, if
any, as they deem appropriate to eliminate or reduce, to the extent
reasonably practicable, the dilution or unfair results. Such corrective
action could include selling portfolio instruments prior to maturity to
realize capital gains or losses or to shorten average portfolio maturity;
withholding dividends; redeeming shares in kind; establishing NAV by using
available market quotations; and such other measures as the Trustees may
deem appropriate.
During periods of declining interest rates, the fund's yield based on
amortized cost may be higher than the yield based on market valuations.
Under these circumstances, a shareholder in the fund would be able to
obtain a somewhat higher yield than would result if the fund utilized
market valuations to determine its NAV. The converse would apply in a
period of rising interest rates.
PERFORMANCE
The fund may quote performance in various ways. All performance information
supplied by the fund in advertising is historical and is not intended to
indicate future returns. The fund's yield and total return fluctuate in
response to market conditions and other factors.
YIELD CALCULATIONS. To compute the fund's yield for a period, the net
change in value of a hypothetical account containing one share reflects the
value of additional shares purchased with dividends from the one original
share and dividends declared on both the original share and any additional
shares. The net change is then divided by the value of the account at the
beginning of the period to obtain a base period return. This base period
return is annualized to obtain a current annualized yield. The fund also
may calculate an effective yield by compounding the base period return over
a one-year period. In addition to the current yield, the fund may quote
yields in advertising based on any historical seven-day period. Yields for
the fund are calculated on the same basis as other    m    oney market
funds, as required by applicable regulations.
Yield information may be useful in reviewing the fund's performance and in
providing a basis for comparison with other investment alternatives.
However, the fund's yield fluctuates, unlike investments that pay a fixed
interest rate over a stated period of time. When comparing investment
alternatives, investors should also note the quality and maturity of the
portfolio securities of respective investment companies they have chosen to
consider.
Investors should recognize that in periods of declining interest rates the
fund's yield will tend to be somewhat higher than prevailing market rates,
and in periods of rising interest rates the fund's yield will tend to be
somewhat lower. Also, when interest rates are falling, the inflow of net
new money to the fund from the continuous sale of its shares will likely be
invested in instruments producing lower yields than the balance of the
fund's holdings, thereby reducing the fund's current yield. In periods of
rising interest rates, the opposite can be expected to occur.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of the fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the fund's net asset
value (NAV) over a stated period. Average annual total returns are
calculated by determining the growth or decline in value of a hypothetical
historical investment in the fund over a stated period, and then
calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had been
constant over the period. For example, a cumulative total return of 100%
over ten    y    ears would produce an average annual total return of
7.18%, which is the steady annual rate of return that would equal 100%
growth on a compounded basis in ten years. While average annual total
returns are a convenient means of comparing investment alternatives,
investors should realize that the fund's performance is not constant over
time, but changes from year to year, and that average annual total returns
represent averaged figures as opposed to the actual year-to-year
performance of the fund.
In addition to average annual total returns, the fund may quote unaveraged
or cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis. Total returns, yields, and other performance
information may be quoted numerically or in a table, graph, or similar
illustration.
HISTORICAL FUND RESULTS. The following table sh   o    ws the fund's 7-day
yield and total returns for the period ended August 31, 1996.
 
 
<TABLE>
<CAPTION>
<S>   <C>   <C>                            <C>   <C>   <C>                        <C>   <C>   
            Average Annual Total Returns               Cumulative Total Returns               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>   <C>             <C>             <C>             <C>             <C>             <C>              <C>              
      Seven-Day       One             Five                            One             Five             Ten              
      Yield           Year            Years           Ten             Year            Years            Years            
                                                      Years                                                             
 
       4.   9    7%    5.   2    5%    4.2   1    %    5.   7    0%    5.   2    5%    22.   8    9%    74.0   6    %   
 
</TABLE>
 
The following table shows the income and capital elements of the fund's
cumulative total return. The table compares the fund   '    s return to the
record of the Standard and Poor's 500 Index (S&P 500(registered
trademark)), the Dow Jones Industrial Average (DJIA), and the cost of
living (measured by the Consumer Price Index, or CPI) over the same period.
The CPI information is as of the month end close   s    t to the initial
investment date for each fund. The S&P 500 and DJIA comparisons are
provided to show how the fund's total return compared to the record of a
broad average of common stocks and a narrower set of stocks of major
industrial companies, respectively, over the same period. Of course, since
the fund invests in short-term fixed-income securities, common stocks
represent a different type of investment from the fund. Common stocks
generally offer greater growth potential than the fund, but generally
experience greater price volatility, which means greater potential for
loss. In addition, common stocks generally provide lower income than a
fixed-income investment such as the fund. Figures for the S&P 500 and DJIA
are based on the prices of unmanaged groups of stocks and, unlike the
fund's returns, do not include the effect of paying brokerage commissions
or other costs of investing.
Du   r    ing the ten year period ended August 31, 1996, a hypothetical
$10,000 investment in Daily Income would have grown to $17,40   6    ,
assuming all distributions were reinvested. This was a period of
fluctuating interest rates and the figures below should not be considered
representative of the dividend income or capital gain or loss that could be
realized from an investment in the fund today.
Fidelity Daily Income Trust                           INDICES               
 
 
<ERROR: WIDE TABLE>
ERROR: The Following Table: "Hypo" is Too Wide!
Table Width is 134 characters.
 
 
<TABLE>
<CAPTION>
<S>      <C>               <C>              <C>             <C>               <C>               <C>               <C>               
Year     Value of          Value of         Value of        Total             S&P 500           DJIA              Cost of           
Ended    Initial           Reinvested       Reinvested      Value                                                 Living            
August 
31       $10,000           Dividend         Capital Gain                                                                            
         Investment        Distributions    Distributions                                                                           
 
                                                                                                                                   
 
                                                                                                                                    
 
                                                                                                                                   
 
199   6  $ 1    0,000      $ 7   ,    406   $    0          $    1    7,406   $ 3   5    ,121   $    4    0,381   $ 1   4    ,339   
 
1995     $ 10,000          $ 6   ,    538   $ 0             $ 16   ,    538   $ 29   ,    581   $ 32   ,    430   $ 13   ,    938   
 
1994     $ 10,000          $ 5   ,    686   $ 0             $ 15   ,    686   $ 24   ,    358   $ 26   ,    829   $ 13   ,    582   
 
1993     $ 10,000          $ 5   ,    194   $ 0             $ 15   ,    194   $ 23   ,    094   $ 24   ,    360   $ 13   ,    200   
 
1992     $ 10,000          $ 4   ,    776   $ 0             $ 14   ,    776   $ 20   ,    042   $ 21   ,    101   $ 12   ,    844   
 
1991     $ 10,000          $ 4   ,    164   $ 0             $ 14   ,    164   $ 18   ,    569   $ 19   ,    141   $ 12   ,    452   
 
1990     $ 10,000          $ 3   ,    282   $ 0             $ 13   ,    282   $ 14   ,    632   $ 15   ,    861   $ 11   ,    996   
 
1989     $ 10,000          $ 2   ,    275   $ 0             $ 12   ,    275   $ 15   ,    400   $ 15   ,    986   $ 11   ,    358   
 
1988     $ 10,000          $ 1   ,    288   $ 0             $ 11   ,    288   $ 11   ,    061   $ 11   ,    436   $ 10   ,    848   
 
1987     $ 10,000          $ 5   8    2     $ 0             $ 10   ,    582   $ 13   ,    453   $ 14   ,    470   $ 10   ,    428   
 
</TABLE>
 
 
   E    xplanatory Notes: With an initial investment of $10,000 made on
August 31, 1986, the net amount invested in fund shares was $10,000. The
cost of the initial investment ($10,000), together with the aggregate cost
of reinvested dividends for the period cove   r    ed (their cash value at
the time they were reinvested), amounted to $17,406. If distributions had
not been reinvested, the amount of distributions earned from the fund over
time would have been smaller, and cash payments (dividends) for the period
woul   d     have amounted to $5,556. The fund did not distribute any
capital gains during the period. Tax consequences of different
invest   m    ents have not been factored into the above figures. 
PERFORMANCE COMPARISONS. The fund's performance may be compared to the
performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed as
mutual fund rankings prepared by Lipper Analytical Services, Inc. (Lipper),
an independent service located in Summit, New Jersey that monitors the
performance o   f     mutual funds. Generally, Lipper rankings are based on
total return, assume reinvestment of distributions, do not take sales
cha   r    ges or redemption fees into consideration, and are prepared
without regard to tax consequences. Lipper may also rank funds based on
yield. In addition to the mutual fund rankings, the fund's performance may
be compared to stock, bond, and money market mutual fund performance
indices prepared by Lipper or other organizations. When comparing these
indices, it is important to remember the risk and return characteristics of
each type of investment. For example, while stock mutual funds may offer
higher potential returns, they also carry the highest degree of share price
volatility. Likewise, money market funds may offer greater stability of
principal, but generally do not offer the higher potential returns
available from stock mutual funds.
From time to time, the fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in advertising.
The fund may be compared in advertising to Certificates of Deposit (CDs) or
other investments issued by banks or other depository institutions. Mutual
funds differ from bank investments in several respects. For example, the
fund may offer greater liquidity or higher potential returns than CDs, the
fund does not guarantee your principal or your return, and fund shares are
not FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to project savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices. 
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future. 
The fund may compare its performance or the performance of securities in
which it may invest to averages published by IBC USA (Publications), Inc.
of Ashland, Massachusetts. These averages assume reinvestment of
distributions. The IBC/Donoghue's    M    ONEY FUND AVERAGES(trademark)/All
Taxable, which is reported in the MONEY FUND REPORT(registered trademark),
covers over 800 taxable money market funds. 
   I    n advertising materials, Fidelity may reference or discuss its
products and services, which may include other Fidelity funds;
retir   e    ment investing; brokerage products and services; model
portfolios or allocations; saving for college or other goals; charitable
giving; and the Fidelity credit card. In addition, Fidelity may quote or
reprint financial or business publications and periodical   s     as they
relate to current economic and political conditions, fund management,
portfolio composition, investment philosophy, investment techniques, the
desirability of owning a particular mutual fund, and Fidelity services and
products. Fidelity may also reprint, and use as advertising and sales
literature, articles from Fidelity Focus, a quarterly magazine provided
free of charge to Fidelity fund shareholders.
The fund may present its fund number, Quotron(trademark) number, and CUSIP
number, and discuss or quote its current portfolio manager.
The fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
A   s     of August 31, 1996, FMR advised over $27 billion in tax-free fund
assets, $90 billion in money market fund assets, $271 billion in
equ   i    ty fund assets, $55 billion in international fund assets, and
$24 billion in Spartan fund assets. The fund may reference the growth and
variety of money market mutual funds and the adviser's innovation and
participation in the industry. The equity funds under management figure
represents the largest amount of equity fund assets under management by a
mutual fund investment adviser in the United States, making FMR America's
leading equity (stock) fund manager. FMR, its subsidiaries, and affiliates
maintain a worldwide information and communications network for the purpose
of researching and managing investments abroad.
In addition to performance rankings, each fund may compare its total
expense ratio to the average total expense ratio of similar funds tracked
by Lipper. A fund's total expense ratio is a significant factor in
comparing bond and money market investments because of its effect on yield. 
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
The fund is open for business and its net asset value per share (NAV) is
calculated each day the New York Stock Exchange (NYSE) is open for trading.
The NYSE has designated the following holiday closings for 1996: New Year's
Day, President's Da   y    , Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day, and Christmas Day. Although FMR expects
th   e     same holiday schedule to be observed in the future, the NYSE may
modify its holiday schedule at any time. In addition, the fun   d     will
not process wire purchases and redemptions on days when the Federal Reserve
Wire System is closed.
FSC normally determines the fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the Securities and
Exchange Commission (SEC). To the extent that portfolio securities are
traded in other markets on days when the NYSE is closed, the fund's NAV may
be affected on days when investors do not have access to the fund to
purchase or redeem shares. In addition, trading in some of the fund's
portfolio securities may not occur on days when the fund is open for
business.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing the fund's NAV. Shareholders receiving securities or other
property on redemption may realize a gain or loss for tax purposes, and
will incur any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the Investment Company Act of 1940 (the 1940
Act), the fund is required to give shareholders at least 60 days' notice
prior to terminating or modifying its exchange privilege. Under the Rule,
the 60-day notification requirement may be waived if (i) the only effect of
a modification would be to reduce or eliminate an administrative fee,
redemption fee, or deferred sales charge ordinarily payable at the time of
an exchange, or (ii) the fund suspends the redemption of the shares to be
exchanged as permitted under the 1940 Act or the rules and regulations
thereunder, or the fund to be acquired suspends the sale of its shares
because it is unable to invest amounts effectively in accordance with its
investment objective and policies.
In the Prospectus, the fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. Because the fund's income is primarily derived from interest,
dividends from the fund generally will not qualify for the
dividends-received deduction available to corporate shareholders.
Short-term capital gains are distributed as dividend income, but do not
qualify for the dividends received deduction. A portion of the fund's
dividends derived from certain U.S. government obligations may be exempt
from state and local taxation. The fund will send each shareholder a notice
in January describing the tax status of dividend and capital gain
distributions (if any) for the prior year.
CAPITAL GAIN DISTRIBUTIONS. The fund may distribute any net realized
short-term capital gains once a year or more often as necessary, to
maintain its net asset value at $1.00 per share.
   A    s of August 31, 1996, the fund had a capital loss carryforward
aggregating approximately $999,000. This loss carryforward, of whic   h    
$345,000, $536,000, $19,000, and $99,000 will expire on August 31, 2001,
2002, 2003, and 2004, respectively, is available to offset future capital
gains.
TAX STATUS OF THE FUND. The fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes at the fund level,
the fund intends to distribute substantially all of its net investment
income and net realized capital gains within each calendar year as well as
on a fiscal year basis.
The fund is treated as a separate entity from the other funds of Fidelity
Union Street Trust II for tax purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting the fund and its shareholders, and
no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders may be subject to state and
local taxes on fund distributions, and shares may be subject to state and
local personal property taxes. Investors should consult their tax advisers
to determine whether the fund is suitable to their particular tax
situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent organized in
1972. The voting common stock of FMR Corp. is divided into two classes.
Class B is held predominantly by members of the Edward C. Johnson 3d family
and is entitled to 49% of the vote on any matter acted upon by the voting
common stock. Class A is held predominantly by non-Johnson family member
employees of FMR Corp. and its affiliates and is entitled to 51% of the
vote on any such matter. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement under which
all Class B shares will be voted in accordance with the majority vote of
Class B shares. Under the Investment Company Act of 1940 (1940 Act),
control of a company is presumed where one individual or group of
individuals owns more than 25% of the voting stock of that company.
Therefore, through their ownership of voting common stock and the execution
of the shareholders' voting agreement, members of the Johnson family may be
deemed, under the 1940 Act, to form a controlling group with respect to FMR
Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
Fidelity Investments Institutional Operations Company, which performs
shareholder servicing functions for institutional customers and funds sold
through intermediaries; and Fidelity Investments Retail Marketing Company,
which provides marketing services to various companies within the Fidelity
organization.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing and restricts certain transactions. For example, all
personal trades in most securities require pre-clearance, and participation
in initial public offerings is prohibited. In addition, restrictions on the
timing of personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted.
TRUSTEES AND OFFICERS
Th   e     Trustees, Members of the Advisory Board, and executive officers
of the trust are listed below. Except as indicated, each individual has
held the office shown or other offices in the same company for the last
five years. Trustees and officers elected or appoin   t    ed to Fidelity
Union Street Trust II prior to the fund's conversion from a series of a
Massachusetts business trust served in identica   l     capacities. All
persons named as Trustees and Members of the Advisory Board also serve in
similar capacities for other    f    unds advised by FMR. The business
address of each Trustee and officer who is an "interested person" (as
defined in the 1940 Act) is 82 Devonshire Street, Boston, Massachusetts
02109, which is also the address of FMR. The business address of all the
other Trustees    a    nd Members of the Advisory Board is Fidelity
Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235. Those
Trustees who are "interested persons" by virtue of their affiliation with
either the trust or FMR are indicated by an asterisk (*).
   *    EDWARD C. JOHNSON 3d (66), Trustee and President, is Chairman,
Chief Executive Officer and a Director of FMR Corp.; a Director and
Chairman of the Board and of the Executive Committee of FMR; Chairman and a
Director of FMR Texas Inc., Fidelity Management & Research (U.K.) Inc., and
Fidelity Management & Research (Far East) Inc.
   *    J. GARY BURKHEAD (55), Trustee and Senior Vice President, is
President of FMR; and President and a Director of FMR Texas Inc., Fidelity
Management & Research (U.K.) Inc., and Fidelity Management & Research (Far
East) Inc.
   R    ALPH F. COX (64), Trustee (1991), is a management consultant
(1994). Prior to February 1994, he was President of Greenhill
Petr   o    leum Corporation (petroleum exploration and production). Until
March 1990, Mr. Cox was President and Chief Operating Officer of Union
Pacific Resources Company (exploration and production). He is a Director of
Sanifill Corporation (non-hazardous waste, 199   3    ), CH2M Hill
Companies (engineering), Rio Grande, Inc. (oil and gas production), and
Daniel Industries (petroleum measurement equi   p    ment manufacturer). In
addition, he is a member of advisory boards of Texas A&M University and the
University of Texas at Austin.
PH   Y    LLIS BURKE DAVIS (64), Trustee (1992). Prior to her retirement in
September 1991, Mrs. Davis was the Senior Vice President of Corporate
Affairs of Avon Products, Inc. She is currently a Director of BellSouth
Corporation (telecommunications), Eaton Corporation (manufacturing, 1991),
and the TJX Companies, Inc. (retail stores), and previously served as a
Director of Hallmark Cards, Inc. (1985-1991) and Nabisco Brands, Inc. In
addition, she is a member of the President's Advisory Council of The
University of Vermont School of Business Administration.
RIC   H    ARD J. FLYNN (72), Trustee and Chairman of the non-interested
Trustees, is a financial consultant. Prior to September 1986, Mr. Flynn was
Vice Chairman and a Director of the Norton Company (manufacturer of
industrial devices). He is currently a Trustee of College of the Holy Cross
and Old Sturbridge Village, Inc., and he previously served as a Director of
Mechanics Bank (1971-1995).
E. BR   A    DLEY JONES (68), Trustee. Prior to his retirement in 1984, Mr.
Jones was Chairman and Chief Executive Officer of LTV Steel Company. He is
a Director of TRW Inc. (original equipment and replacement products),
Cleveland-Cliffs Inc (mining), Consolidated Rail Corporation, Birmingham
Steel Corporation, and RPM, Inc. (manufacturer of chemical products), and
he pr   e    viously served as a Director of NACCO Industries, Inc. (mining
and marketing, 1985-1995) and Hyster-Yale Materials Handling, Inc.
(1985-1995). In addition, he serves as a Trustee of First Union Real Estate
Investments, a Trustee and member of the Executive Committee of the
Cleveland Clinic Foundation, a Trustee and member of the Executive
Committee of University School (Cleveland), and a Trustee of Cleveland
Clinic Florida.
   D    ONALD J. KIRK (63), Trustee, is Executive-in-Residence (1995) at
Columbia University Graduate School of Business and a financial consultant.
From 1987 to January 1995, Mr. Kirk was a Professor at Columbia University
Graduate School of Business. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance), and he previously served as a Director of
Valuation Research Corp. (appraisals and valuations, 1993-1995). In
addition   ,     he serves as Chairman of the Board of Directors of the
National Arts Stabilization Fund, Vice Chairman of the Board of Trustees of
the Greenwich Hospital Association, a Member of the Public Oversight Board
of the American Institute of Certified Publ   i    c Accountants' SEC
Practice Section (1995), and as a Public Governor of the National
Association of Securities Dealers, Inc. (   1    996).
*P   E    TER S. LYNCH (53), Trustee, is Vice Chairman and Director of FMR
(1992). Prior to May 31, 1990, he was a Director of FMR and Executive Vice
President of FMR (a position he held until March 31, 1991); Vice President
of Fidelity Magellan Fund and FMR Growth Group Leader; and Managing
Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity
Investments Corporate Services (1991-1992). He is a Director of W.R. Grace
& Co. (chemicals) and Morrison Knudsen Corporation (engineering and
construction). In addition, he serves as a Trustee of Boston College,
Massachusetts Eye & Ear Infirmary, Historic Deerfield (1989) and Society
   f    or the Preservation of New England Antiquities, and as an Overseer
of the Museum of Fine Arts of Boston.
GER   A    LD C. McDONOUGH (67), Trustee and Vice-Chairman of the
non-interested Trustees, is Chairman of G.M. Management Group (strategic
advisory services). Prior to his retirement in July 1988, he was Chairman
and Chief Executive Officer of Leaseway Transportation Corp. (physical
distribution services). Mr. McDonough is a Director of Brush-Wellman Inc.
(metal r   e    fining), York International Corp. (air conditioning and
refrigeration), Commercial Intertech Corp. (hydraulic systems, building
   s    ystems, and metal products, 1992), CUNO, Inc. (liquid and gas
filtration products, 1996), and Associated Estates Realty
Corpor   a    tion (a real estate investment trust, 1993). Mr. McDonough
served as a Director of ACME-Cleveland Corp. (metal working,
t   e    lecommunications, and electronic products) from 1987-1996.
   E    DWARD H. MALONE (71), Trustee. Prior to his retirement in 1985, Mr.
Malone was Chairman, General Electric Investment Corporation and a Vice
President of General Electric Company. He is a Director of Allegheny Power
Systems, Inc. (electric utility), General Re Corporation (reinsurance) and
Mattel Inc. (toy manufacturer). In addition, he serves as a Trustee of the
Napl   e    s Philharmonic Center for the Arts and Rensselaer Polytechnic
Institute, and he is a member of the Advisory Boards of Butler Capital
Corporation Funds and Warburg, Pincus Partnership Funds.
   M    ARVIN L. MANN (63), Trustee (1993) is Chairman of the Board,
President, and Chief Executive Officer of Lexmark International, Inc.
(office machines, 1991). Prior to 1991, he held the positions of Vice
President of International Business Machines Corporation ("IBM") and
President and General Manager of various IBM divisions and subsidiaries.
Mr. Mann is a Director of M.A. Hanna Company (chemicals, 1993) and Infomart
(marketing services, 1991), a Trammell Crow Co. In addition, he serves as
the Campaign Vice Chair   m    an of the Tri-State United Way (1993) and is
a member of the University of Alabama President's Cabinet.
THO   M    AS R. WILLIAMS (67), Trustee, is President of The Wales Group,
Inc. (management and financial advisory services). Prior to retiring in
1987, Mr. Williams served as Chairman of the Board of First Wachovia
Corporation (bank holding company), and Chairman and Chief Executive
Officer of The First National Bank of Atlanta and First Atlanta Corporation
(bank holding company). He is currently a Director of BellSouth Corporation
(telecommunications), ConAgra, Inc. (agricultural products), Fisher
Business Systems, Inc. (computer software), Georgia Power Company (electric
utility), Gerber Alley & Associates, Inc. (computer software), National
Life Insurance Company of Vermont, American Software, Inc., and AppleSouth,
Inc. (restaurants, 1992).
WILLI   A    M O. McCOY (62), Member of the Advisory Board (1996), is the
Vice President of Finance for the University of North Carol   i    na
(16-school system, 1995). Prior to his retirement in December 1994, Mr.
McCoy was Vice Chairman of the Board of BellSout   h     Corporation
(telecommunications) and President of BellSouth Enterprises. He is
currently a Director of Liberty Corporatio   n     (holding company), Weeks
Corporation of Atlanta (real estate, 1994), and Carolina Power and Light
Company (electric utility, 1   9    96). Previously, he was a Director of
First American Corporation (bank holding company, 1979-1996). In addition,
Mr. McCoy s   e    rves as a member of the Board of Visitors for the
University of North Carolina at Chapel Hill (1994) and for the Kenan Flager
   B    usiness School (University of North Carolina at Chapel Hill).
SARAH H.    Z    ENOBLE (47), Vice President, is Vice President of
Fidelity's money market funds (1996) and Vice President of FMR Texas
Inc   .    
BURNELL    R    . STEHMAN (65), is manager and Vice President of the fund,
which he has managed since January 1986. He also manages The Nor   t    h
Carolina Capital Management Trust: Cash Portfolio; Massachusetts Municipal
Depository Trust; and Fidelity Institutional Cash Po   r    tfolios:
Domestic. Mr. Stehman joined Fidelity in 1979.
ARTHUR S. L   O    RING (48), Secretary, is Senior Vice President (1993)
and General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
KENNETH A. R   A    THGEBER (49), Treasurer (1995), is Treasurer of the
Fidelity funds and is an employee of FMR (1995). Before joining FMR, Mr.
Rathgeber was a Vice President of Goldman Sachs & Co. (1978-1995), where he
served in various positions, including Vice President of Proprietary
Accounting (1988-1992), Global Co-Controller (1992-1994), and Chief
Operations Officer of Goldman Sachs (Asia) LLC (1994-1995).
THOMAS D. MA   H    ER (51), Assistant Vice President, is Assistant Vice
President of Fidelity's money market funds and Vice President and
Associat   e     General Counsel of FMR Texas Inc. 
JOHN H. COSTELL   O     (50), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUS   H     (50), Assistant Treasurer (1994), is an employee of
FMR (1994). Prior to becoming Assistant Treasurer of the Fidelity funds,
Mr.    R    ush was Chief Compliance Officer of FMR Corp. (1993-1994) and
Chief Financial Officer of Fidelity Brokerage Services, Inc.
(1   9    90-1993).
THOMAS J. SIMPSON (   3    8), Assistant Treasurer (1996), is Assistant
Treasurer of Fidelity's money market funds and an employee of FMR (1996).
Prio   r     to joining FMR, Mr. Simpson was Vice President and Fund
Controller of Liberty Investment Services (1987-1995)   .    
The following table sets forth information describing the compensation of
each current Trustee of the fund for his or her services as trustee
f   o    r the fiscal year ended August 31, 1996. 
      COMPENSATION TABLE               
 
 
<TABLE>
<CAPTION>
<S>                       <C>              <C>                  <C>                 <C>               
Trustees                  Aggregate        Pension or           Estimated Annual    Total             
                          Compensation     Retirement           Benefits Upon       Compensation      
                          from             Benefits Accrued     Retirement from     from the Fund     
                          the Fund         as Part of Fund      the Fund            Complex*          
                                           Expenses from the    Complex*                              
                                           Fund Complex*                                              
 
J. Gary Burkhead **       $ 0              $ 0                  $ 0                 $ 0               
 
Ralph F. Cox               82   1           5,200                52,000              12   8    ,000   
 
Phyllis Burke Davis        80   2           5,200                52,000              12   5    ,000   
 
Richard J. Flynn           1,04   0         0                    52,000              16   0    ,500   
 
Edward C. Johnson 3d **    0                0                    0                   0                
 
E. Bradley Jones           81   2           5,200                49,400              128,0   0    0   
 
Donald J. Kirk             81   2           5,200                52,000              129,5   0    0   
 
Peter S. Lynch **          0                0                    0                   0                
 
Gerald C. McDonough        80   1           5,200                52,000              12   8    ,000   
 
Edward H. Malone           81   5    ***    5,200                44,200              128,000          
 
Marvin L. Mann             80   5           5,200                52,000              12   8    ,000   
 
Thomas R. Williams         81   1           5,200                52,000              125,000          
 
W   i    lliam O. McCoy    24   3             N    /A              N    /A              0             
 
</TABLE>
 
*    I    nformation is as of December 31, 1995 for 219 funds in the
complex.
** Interested trustees of the fund are compensated by FMR.
***    F    or the fiscal year ended August 31, 1996, Edward H. Malone's
aggregate compensation from the fund includes accrued d   e    ferred
compensation of $598.
The    n    on-interested Trustees may elect to defer receipt of all or a
percentage of their annual fees in accordance with the terms of a
Deferre   d     Compensation Plan (the Plan). Under the Plan, compensation
deferred by a Trustee is periodically adjusted as though an
equiva   l    ent amount had been invested and reinvested in shares of one
or more funds in the complex designated by such Trustee (designate   d    
securities). The amount paid to the Trustee under the Plan will be
determined based upon the performance of such investment   s    . Deferral
of Trustees' fees in accordance with the Plan will have a negligible effect
on the fund's assets, liabilities, and net inc   o    me per share, and
will not obligate the fund to retain the services of any Trustee or to pay
any particular level of compensatio   n     to the Trustee. The fund may
invest in such designated securities under the Plan without shareholder
approval.
Under a ret   i    rement program adopted in July 1988 and modified in
November 1995, each non-interested Trustee may receive payments from
   a     Fidelity fund during his or her lifetime based on his or her basic
trustee fees and length of service. The obligation of a fund to mak   e    
such payments is neither secured nor funded. A Trustee becomes eligible to
participate in the program at the end of the calendar ye   a    r in which
he or she reaches age 72, provided that, at the time of retirement, he or
she has served as a Fidelity fund Trustee for a   t     least five years.
Currently, Messrs. Ralph S. Saul, William R. Spaulding, Bertram H. Witham,
and David L. Yunich, all former non-interested Trustees, receive retirement
benefits under the program.
As of August 3   1    , 1996, the Trustees, Members of the Advisory Board,
and officers of the fund owned, in the aggregate, less than 1% of the
fund   '    s total outstanding shares.
MANAGEMENT CONTRACT
The fund employs FMR to furnish investment advisory and other services.
Under its management contract with the fund, FMR acts as investment adviser
and, subject to the supervision of the Board of Trustees, directs the
investments of the fund in accordance with its investment objective,
policies, and limitations. FMR also provides the fund with all necessary
office facilities and personnel for servicing the fund's investments,
compensates all officers of the fund and all Trustees who are "interested
persons" of the trust or of FMR, and all personnel of the fund or FMR
performing services relating to research, statistical, and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provide the management and administrative services necessary
for the operation of the fund. These services include providing facilities
for maintaining the fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with the fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining the fund's
records and the registration of the fund's shares under federal and state
laws; developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects to
the Trustees.
In addition to the management fee payable to FMR and the fees payable to
FSC, the fund pays all of its expenses, without limitation, that are not
assumed by those parties. The fund pays for the typesetting, printing, and
mailing of its proxy materials to shareholders, legal expenses, and the
fees of the custodian, auditor and non-interested Trustees. Although the
fund's current management contract provides that the fund will pay for
typesetting, printing, and mailing prospectuses, statements of additional
information, notices, and reports to shareholders, the trust, on behalf of
the fund has entered into a revised transfer agent agreement with FSC,
pursuant to which FSC bears the costs of providing these services to
existing shareholders. Other expenses paid by the fund include interest,
taxes, brokerage commissions, and the fund's proportionate share of
insurance premiums and Investment Company Institute dues. The fund is also
liable for such non-recurring expenses as may arise, including costs of any
litigation to which the fund may be a party, and any obligation it may have
to indemnify its officers and Trustees with respect to litigation.
FMR is the fund'   s     manager pursuant to a management contract dated
January 28, 1993, which was approved by shareholders on January 20,
1993   .    
For the services of FMR under the contract, the fund pays FMR a monthly
management fee composed of the sum of two elements. The first element is an
amount based upon the fund's average net assets throughout the month in
accordance with the following schedule:
Average Net Assets     Annualized Fee Rate For Each Level   
 
 from $0 - 2 billion    0.10%                               
 
 2 - 3                  0.09                                
 
 3 - 4                  0.08                                
 
 4 - 5                  0.07                                
 
 5 - 6                  0.06                                
 
 6 and over             0.05                                
 
That amount is then added to an amount equal to 4.0% of the fund's monthly
gross income (excluding gains realized from the sale of portfolio
holdings), provided that such amount shall in no event be less than an
annual rate of 0.20%, or more than an annual rate of 0.40%, of the fund's
average net assets for that month. For this purpose "gross income" includes
interest accrued and/or discount earned (including both original issue
discount and market discount) on portfolio obligations, less amortization
of premium on portfolio obligations, computed in accordance with generally
accepted accounting principles.
During the fiscal    y    ears ended August 31, 1996, 1995, and 1994, FMR
received $7,441,000, $7,357,000 and $6,361,000, respectively, for its
servi   c    es as investment adviser to the fund. These fees were
equivalent to 0.32%, 0.33%, and 0.30%, respectively, of the average net
as   s    ets of the fund for each of those years.
FMR may, from time to time, voluntarily reimburse all or a portion of the
fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). FMR retains the ability to be
repaid for these expense reimbursements in the amount that expenses fall
below the limit prior to the end of the fiscal year. Expense reimbursements
by FMR will increase the fund's total returns and yield and repayment of
the reimbursement by the fund will lower its total returns and yield.
To comply with the California Code of Regulations, FMR will reimburse the
fund if and to the extent that the fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 2 1/2% of the first $30 million, 2% of the next
$70 million, and 1 1/2% of average net assets in excess of $100 million.
When calculating the fund's expenses for purposes of this regulation, the
fund may exclude interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of its distribution plan expenses.
SUB-ADVISER. FMR h   a    s entered into a sub-advisory agreement with FMR
Texas pursuant to which FMR Texas has primary responsibility for
providi   n    g portfolio investment management services to the fund.
Under the sub-advisory    a    greement, dated January 28, 1993, which was
approved by shareholders on January 20, 1993, FMR pays FMR Texas fees equal
t   o     50% of the management fee payable to FMR under its management
contract with the fund. The fees paid to FMR Texas are not re   d    uced
by any voluntary or mandatory expense reimbursements that may be in effect
from time to time. On behalf of Daily Incom   e    , for the fiscal years
ended August 31, 1996, 1995, and 1994, FMR paid FMR Texas fees of
$3,721,000, $3,679,000 and $3,1   8    1,000, respectively.
DISTRIBUTION AND SERVICE PLAN
The Trustees have approved a Distribution and Service Plan on behalf of the
fund (the Plan) pursuant to Rule 12b-1 under the Investment Company Act of
1940 (the Rule). The Rule provides in substance that a mutual fund may not
engage directly or indirectly in financing any activity that is primarily
intended to result in the sale of shares of a fund except pursuant to a
plan approved on behalf of the fund under the Rule. The Plan, as approved
by the Trustees, allows the fund and FMR to incur certain expenses that
might be considered to constitute indirect payment by the fund of
distribution expenses.
Under the Plan, if the payment of management fees by the fund to FMR is
deemed to be indirect financing by the fund of the distribution of its
shares, such payment is authorized by the Plan. The Plan also specifically
recognizes that FMR, either directly or through FDC, may use its management
fee revenue, past profits, or other resources, without limitation, to pay
promotional and administrative expenses in connection with the offer and
sale of shares of the fund. In addition, the Plan provides that FMR may use
its resources, including its management fee revenues, to make payments to
third parties that assist in selling shares of the fund, or to third
parties, including banks, that render shareholder support services.
No third party payments were m   a    de in the fiscal year ended August
31, 1996.
Prior to approving the Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and have
determined that there is a reasonable likelihood that the Plan will benefit
the the fund and its shareholders. In particular, the Trustees noted that
the Plan does not authorize payments by the fund other than those made to
FMR under its management contract with the fund. To the extent that the
Plan gives FMR and FDC greater flexibility in connection with the
distribution of shares of the fund, additional sales of fund shares may
result. Furthermore, certain shareholder support services may be provided
more effectively under the Plan by local entities with whom shareholders
have other relationships.
The Plan was approved by FMR    a    s the then sole shareholder of Daily
Income on January 28, 1993. The fund's Plan was approved by shareholders,
in connection    w    ith a reorganization transaction on January 28, 1993,
pursuant to an Agreement and Plan of Conversion.
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling, or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from performing shareholder support services, or
servicing and recordkeeping functions. FDC intends to engage banks only to
perform such functions. However, changes in federal or state statutes and
regulations pertaining to the permissible activities of banks and their
affiliates or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions, if
any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the fund
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed
herein, and banks and financial institutions may be required to register as
dealers pursuant to state law. 
The fund may execute portfolio transactions with, and purchase securities
issued by, depository institutions that receive payments under the Plan. No
preference for the instruments of such depository institutions will be
shown in the selection of investments.
CONTRACTS WITH FMR AFFILIATES
FSC, an affiliate of FMR, is transfer, d   i    vidend disbursing, and
shareholder servicing agent for the fund. FSC receives an annual account
fee and an asset-based fee each b   a    sed on account size and fund type
for each retail account and certain institutional accounts. With respect to
certain institutiona   l     retirement accounts, FSC receives an annual
account fee and an asset-based fee based on account type or fund type.
These annua   l     account fees are subject to increase based on postal
rate changes. FSC also collects small account fees from certain accounts
wit   h     balances of less than $2,500.
FSC pays out-of-pocket expenses associated with providing transfer agent
services. In addition, FSC bears the expense of typesetting, printing, and
mailing prospectuses, statements of additional information, and all other
reports, notices, and statements to shareholders, with the exception of
p   r    oxy statements.
FSC also performs the calculations necessar   y     to determine the fund's
NAV and dividends, and maintains the fund's accounting records. The annual
fee rates for these pricing and bookkeeping services are based on the
fund's average net assets, specifically, .0175% of the first $500 million
of average net assets and .   0    075% of average net assets in excess of
$500 million. The fee is limited to a minimum of $40,000 and a maximum of
$800,000 per ye   a    r. Pricing and bookkeeping fees, including related
out-of-pocket expenses, paid to FSC for the fiscal years ended August 31,
1996, 19   9    5, and 1994 were $224,000, $216,000, and $210,000,
respectively.
FSC has entered into an agreement with Fidelity Brokerage Services, Inc.
(FBSI), a subsidiary of FMR Corp., pursuant to which FBSI performs certain
recordkeeping, communication, and other services for shareholders
participating in the Fidelity Ultra Service Account program. FBSI directly
charges a monthly administrative fee to each Ultra Service Account client
who chooses certain additional features. This fee is in ad   d    ition to
the transfer agency fee paid by the fund to FSC.
The fund has a distribution agreement with FDC, a Massachusetts corporation
organized on July 18, 1960. FDC is a broker-dealer registered under the
Securities Exchange Act of 1934 and is a member of the National Association
of Securities Dealers, Inc. The distribution agreement calls for FDC to use
all reasonable efforts, consistent with its other business, to secure
purchasers for shares of the fund, which are continuously offered at net
asset value. Promotional and administrative expenses in connection with the
offer and sale of shares are paid by FMR. 
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity Daily Income Trust is a fund of Fidelity Union
Street Trust II, an open-end management investment company organized as a
Delaware business trust on June 20, 1991. The fund acquired all of the
assets of Fidelity Daily Income Trust, a series of Fidelity Union Street
Trust on January 28, 1993 pursuant to an ag   r    eement approved by
shareholders on January 20, 1993. Currently, there are four funds of
Fidelity Union Street Trust II: Fidelity Daily Income Trust, Spartan
Municipal Money Fund, Spartan Arizona Municipal Money Market Portfolio, and
Spartan World Money Fund. The Trust Instrument permits the Trustees to
create additional funds.
In the event that FMR ceases to be the investment adviser to the trust or a
fund, the right of the trust or fund to use the identifyi   n    g name
"Fidelity" may be withdrawn.
The assets of the trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the trust. Expenses with respect to the trust are to be
allocated in proportion to the asset value of the respective funds, except
where allocations of direct expense can otherwise be fairly made. The
officers of the trust, subject to the general supervision of the Board of
Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of the trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY. The trust is a business trust organized
under Delaware law. Delaware law provides that shareholders shall be
entitled to the same limitations of personal liability extended to
stockholders of private corporations for profit. The courts of some states,
however, may decline to apply Delaware law on this point. The Trust
Instrument contains an express disclaimer of shareholder liability for the
debts, liabilities, obligations, and expenses of the trust and requires
that a disclaimer be given in each contract entered into or executed by the
trust or the Trustees. The Trust Instrument provides for indemnification
out of each fund's property of any shareholder or former shareholder held
personally liable for the obligations of the fund. The Trust Instrument
also provides that each fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the fund
and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
circumstances in which Delaware law does not apply, no contractual
limitation of liability was in effect, and the fund is unable to meet its
obligations. FMR believes that, in view of the above, the risk of personal
liability to shareholders is extremely remote.
The Trust Instrument further provides that the Trustees, if they have
exercised reasonable care, shall not be personally liable to any person
other than the trust or its shareholders; moreover, the Trustees shall not
be liable for any conduct whatsoever, provided that Trustees are not
protected against any liability to which they would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of their office.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. The shares have no preemptive or conversion rights; the voting
and dividend rights, the right of redemption, and the privilege of exchange
are described in the Prospectus. Shares are fully paid and nonassessable,
except as set forth under the heading "Shareholder and Trustee Liability"
above. Shareholders representing 10% or more of the trust or a fund may, as
set forth in the Trust Instrument, call meetings of the trust or fund for
any purpose related to the trust or fund, as the case may be, including, in
the case of a meeting of the entire trust, the purpose of voting on removal
of one or more Trustees.
The trust or any fund may be terminated upon the sale of its assets to, or
merger with, another open-end management investment company or series
thereof, or upon liquidation and distribution of its assets. Generally such
terminations must be approve   d     b   y     vote of the holders of a
majority of the trust or the fund, as determined by the current value of
each shareholder's investment in th   e     fund or trust; however, the
Trustees may, without prior shareholder approval, change the form of
organization of the trust by me   r    ger, consolidation, or
incorporation. If not so terminated or reorganized, the trust and its funds
will continue indefinitely.
Under the Trust Instrument, the Trustees may, without shareholder vote,
cause the trust to merge or consolidate into one or more trusts,
partnerships, or corporations, or cause the trust to be incorporated under
Delaware law, so long as the surviving entity is an open-end management
investment company that will succeed to or assume the trust registration
statement. Each fund may invest all of its assets in another investment
company.
CUSTODIAN. The Bank of New York, 110 Washington Street, New Yo   r    k,
New York, is custodian of the assets of the fund. The custodian is
responsible for the safekeeping of a fund's assets and the appointment of
the subcustodian banks and clearing agencies. The custodian takes no part
in determining the investment policies of a fund or in deciding which
securities are purchased or sold by a fund. However, a fund may invest in
obligations of the custodian and may purchase securities from or sell
securities to the custodian. The Chase Manhattan Bank, headquartered in New
York, als   o     may serve as a special purpose custodian of certain
assets in connection with repurchase agreement transactions.
FMR, its officers and directors, its affiliated companies, and the Board of
Trustees may, from time to time, conduct transactions with various banks,
including banks serving as custodians for certain funds advised by FMR.
Transactions that have occurred to date include mortgages and personal and
general business loans. In the judgment of FMR, the terms and conditions of
those transactions were not influenced by existing or potential custodial
or other fund relationships.
AUDITOR. Coopers & Lybrand L.L.P., 1999 Bryan Street, Dallas, Texas
se   r    ves as the fund's independent accountant. The auditor examines
financial statements for the fund and provides other audit, tax, and
related services.
FINANCIAL STATEMENTS
The fund's financial statements and financial highlights for the fiscal
year    e    nded August 31, 1996, and the report of the auditor thereon
are included in the fund's Annual Report, which is a separate report
suppli   e    d with this Statement of Additional Information. The fund's
financial statements, financial highlights, and the report of the auditor
th   e    reon are incorporated herein by reference.
APPENDIX
The descriptions that follow are examples of eligible ratings for the fund.
The fund may, however, consider the ratings for other types of investments
and the ratings assigned by other rating organizations when determining the
eligibility of a particular investment.
DESCRIPTION OF MOODY'S INVESTORS SERVICE COMMERCIAL PAPER RATINGS   :    
Issuers rated PRIME-1 (or related supporting institutions) have a superior
capacity for repayment of short-term promissory obligations. Prime-1
repayment capacity will normally be evidenced by the following
characteristics:
 Leading market positions in well established industries.
 High rates of return on funds employed.
 Conservative capitalization structures with moderate reliance on debt and
ample asset protection.
 Broad margins in earning coverage of fixed financial charges and with high
internal cash generation.
 Well established access to a range of financial markets and assured
sources of alternate liquidity.
Issuers rated PRIME-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a
lesser degree. Earning trends and coverage ratios, while sound, will be
more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.
DESCRIPTION OF STANDARD & POOR'S COMMERCIAL PAPER RATINGS:
A - Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are delineated with
the numbers 1, 2, and 3 to indicate the relative degree of safety.
A-1 - This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics will be denoted with a plus (+)
sign designation.
A-2 - Capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as high as for issues
designated A-1.
A-3 - This designation indicates that the capacity for timely payment is
satisfactory. These issues are, however, somewhat more vulnerable to the
adverse effects of changes in circumstances than obligations carrying the
higher designations.
B - Issues rated B are regarded as having only adequate capacity for timely
payment. However, such capacity may be damaged by changing or short-term
adversities.
SPARTAN ARIZONA MUNICIPAL MONEY MARKET PORTFOLIO
SPARTAN ARIZONA MUNICIPAL INCOME PORTFOLIO
CROSS REFERENCE SHEET
FORM N-1A                          
 
ITEM NUMBER   PROSPECTUS SECTION   
 
 
<TABLE>
<CAPTION>
<S>   <C>    <C>                              <C>                                                   
1            ..............................   Cover Page                                            
 
2     a      ..............................   Expenses                                              
 
      b, c   ..............................   Contents; The Funds at a Glance; Who May Want         
                                              to Invest                                             
 
3     a      ..............................   *                                                     
 
      b      ..............................   *                                                     
 
      c      ..............................   Performance                                           
 
      d      ..............................   Performance                                           
 
4     a      i.............................   Charter                                               
 
             ii...........................    The Funds at a Glance; Investment Principles and      
                                              Risks                                                 
 
      b      ..............................   Investment Principles and Risks                       
 
      c      ..............................   Who May Want to Invest; Investment Principles         
                                              and Risks                                             
 
5     a      ..............................   Charter                                               
 
      b      i.............................   The Funds at a Glance; Doing Business with            
                                              Fidelity; Charter; Cover Page                         
 
             ii...........................    Charter                                               
 
             iii..........................    Expenses; Breakdown of Expenses                       
 
      c      ..............................   Charter                                               
 
      d      ..............................   Charter; Breakdown of Expenses                        
 
      e      ..............................   Charter; Cover Page                                   
 
      f      ..............................   Expenses                                              
 
      g      ..............................   Charter                                               
 
5A           ..............................   *                                                     
 
6     a      i.............................   Charter                                               
 
             ii...........................    How to Buy Shares; How to Sell Shares;                
                                              Transaction Details; Exchange Restrictions            
 
             iii..........................    Charter                                               
 
      b      .............................    Charter                                               
 
      c      ..............................   Exchange Restrictions; Transaction Details            
 
      d      ..............................   *                                                     
 
      e      ..............................   Doing Business with Fidelity; How to Buy Shares;      
                                              How to Sell Shares; Investor Services                 
 
      f, g   ..............................   Dividends, Capital Gains, and Taxes                   
 
7     a      ..............................   Charter; Cover Page                                   
 
      b      ..............................   How to Buy Shares; Transaction Details; Expenses      
 
      c      ..............................   *                                                     
 
      d      ..............................   How to Buy Shares                                     
 
      e      ..............................   *                                                     
 
      f      ..............................   Breakdown of Expenses                                 
 
8            ..............................   How to Sell Shares; Investor Services; Transaction    
                                              Details; Exchange Restrictions                        
 
9            ..............................   *                                                     
 
</TABLE>
 
* Not Applicable
 
SPARTAN ARIZONA MUNICIPAL MONEY MARKET PORTFOLIO
SPARTAN ARIZONA MUNICIPAL INCOME PORTFOLIO
CROSS REFERENCE SHEET  
(CONTINUED)
FORM N-1A                                                   
 
ITEM NUMBER   STATEMENT OF ADDITIONAL INFORMATION SECTION   
 
 
<TABLE>
<CAPTION>
<S>      <C>     <C>                            <C>                                                
10, 11           ............................   Cover Page                                         
 
12               ............................   Description of the Trusts                          
 
13       a - c   ............................   Investment Policies and Limitations                
 
         d       ............................   *                                                  
 
14       a - c   ............................   Trustees and Officers                              
 
15               ............................   Trustees and Officers                              
 
16       a       i...........................   FMR; Portfolio Transactions                        
 
                 ii..........................   Trustees and Officers                              
 
                 iii.........................   Management Contracts                               
 
         b       ............................   Management Contracts                               
 
         c, d    ............................   Interest of FMR Affiliates                         
 
         e       ............................   *                                                  
 
         f       ............................   Distribution and Service Plans                     
 
         g       ............................   *                                                  
 
         h       ............................   Description of the Trusts                          
 
         i       ............................   Interest of FMR Affiliates                         
 
17       a       ............................   Portfolio Transactions                             
 
         b       ............................   *                                                  
 
         c       ............................   Portfolio Transactions                             
 
         d, e    ............................   *                                                  
 
18       a       ............................   Description of the Trusts                          
 
         b       ............................   *                                                  
 
19       a       ............................   Additional Purchase and Redemption Information     
 
         b       ............................   Additional Purchase and Redemption Information;    
                                                Valuation of Portfolio Securities                  
 
         c       ............................   *                                                  
 
20               ............................   Distributions and Taxes                            
 
21       a, b    ............................   Interest of FMR Affiliates                         
 
         c       ............................   *                                                  
 
22               ............................   Performance                                        
 
23               ............................   *                                                  
 
</TABLE>
 
* Not Applicable
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how each
fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can obtain a copy of
the funds' most recent financial reports and portfolio listing, or a copy
of the Statement of Additional    Information (S    AI) dated October 18,
1996. The SAI has been filed with the Securities and    Exchange Commission
(SEC) and is available along with other related materials on the SEC's
Internet Web site (http://www.sec.gov).     The SAI is incorporated herein
by reference (legally forms a part of the prospectus). For a free copy of
either document, call Fidelity at 1-800-544-8888.
Investments in the money market fund are neither insured nor guaranteed by
the U.S. government, and there can be no assurance that the fund will
maintain a stable $1.00 share price.
   The money market fund may invest a significant percentage of its assets
in the securities of a single issuer and therefore may be riskier than
other types of money market funds.    
Mutual fund shares are not deposits or obligations of, or guaranteed by,
any depository institution. Shares are not insured by the FDIC, Federal
Reserve Board, or any other agency, and    are subject to investment risks,
in    cluding possible loss of principal amount invested.
 
SPARTAN(REGISTERED TRADEMARK)
ARIZONA 
MUNICIPAL
FUNDS
Each fund seeks a high 
level of current income 
free from federal income tax and Arizona personal income tax.
SPARTAN ARIZONA MUNICIPAL MONEY MARKET invests in high-quality, short-term
municipal money market securities and is designed to maintain a stable
$1.00 share price.
SPARTAN ARIZONA MUNICIPAL INCOME seeks to provide higher yields by
investing in a broader range of municipal securities.
 
LIKE ALL MUTUAL 
FUNDS, THESE 
SECURITIES HAVE NOT 
BEEN APPROVED OR 
DISAPPROVED BY THE 
SECURITIES AND 
EXCHANGE 
COMMISSION OR ANY 
STATE SECURITIES 
COMMISSION, NOR HAS 
THE SECURITIES AND 
EXCHANGE 
COMMISSION OR ANY 
STATE SECURITIES 
COMMISSION PASSED 
UPON THE ACCURACY 
OR ADEQUACY OF THIS 
PROSPECTUS. ANY 
REPRESENTATION TO 
THE CONTRARY IS A 
CRIMINAL OFFENSE.
SAZ-pro-1096
PROSPECTUS
OCTOBER 18, 1996(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
CONTENTS
 
 
KEY FACTS                   THE FUNDS AT A GLANCE                          
 
                            WHO MAY WANT TO INVEST                         
 
                            EXPENSES Each fund's yearly                    
                            operating expenses.                            
 
                            FINANCIAL HIGHLIGHTS A summary                 
                            of each fund's financial data.                 
 
                                   PERFORMANCE    How each fund has        
                               done over time.                             
 
THE FUNDS IN DETAIL         CHARTER How each fund is                       
                            organized.                                     
 
                            INVESTMENT PRINCIPLES AND RISKS                
                            Each fund's overall approach to                
                            investing.                                     
 
                            BREAKDOWN OF EXPENSES How                      
                            operating costs are calculated and             
                            what they include.                             
 
YOUR ACCOUNT                DOING BUSINESS WITH FIDELITY                   
 
                            TYPES OF ACCOUNTS Different                    
                            ways to set up your account.                   
 
                            HOW TO BUY SHARES Opening an                   
                            account and making additional                  
                            investments.                                   
 
                            HOW TO SELL SHARES Taking money                
                            out and closing your account.                  
 
                            INVESTOR SERVICES Services to                  
                            help you manage your account.                  
 
SHAREHOLDER AND             DIVIDENDS, CAPITAL GAINS,                      
ACCOUNT POLICIES            AND TAXES                                      
 
                            TRANSACTION DETAILS Share price                
                            calculations and the timing of                 
                            purchases and redemptions.                     
 
                            EXCHANGE RESTRICTIONS                          
 
KEY FACTS
 
 
THE FUNDS AT A GLANCE
MANAGEMENT: Fidelity Management & Research Company (FMR) is the management
arm of Fidelity Investments, which was established in 1946 and is now
America's largest mutual fund manager. FMR Texas Inc.    (FMR Texas    ), a
subsidiary of FMR, chooses investments for Spartan Arizona Municipal Money
Market.
As with any mutual fund, there is no assurance that a fund will achieve its
goal.
SPARTAN ARIZONA MONEY MARKET
GOAL: High current tax-free income for Arizona residents while maintaining
a stable $1.00 share price.
STRATEGY: Invests in high-quality, short-term municipal money market
securities whose interest is free from federal income tax and Arizona
personal income tax.
SIZE: As of August 31, 1996,    the fund     had ove   r $82 milli    on in
assets.
SPARTAN ARIZONA INCOME
GOAL: High current tax-free income for Arizona residents.
   STRATEGY: Invests normally in investment-grade municipal securities
whose interest is free from federal income tax and Arizona personal income
tax.    
SIZE: As of August 31, 1996,    the fund     had over    $20 m    illion in
assets. 
WHO MAY WANT TO INVEST
These non-diversified funds may be appropriate for investors in higher tax
brackets who seek high current income that is free from federal and Arizona
personal income taxes. Each fund's level of risk and potential reward
depend on the quality and maturity of its investments. Spartan Arizona
Municipal Money Market is managed to keep its share price stable at $1.00.
Spartan Arizona Municipal Income, with its broader range of investments,
has the potential for higher yields, but also carries a higher degree of
risk. You should consider your investment objective and tolerance for risk
when making an investment decision.
The value of the funds' investments and the income they generate will vary
from day to day, and generally reflect interest rates, market conditions,
and other federal and state political and economic news. When you sell your
shares of Spartan Arizona Municipal Income, they may be worth more or less
than what you paid for them. By themselves, these funds do not constitute a
balanced investment plan. 
The Spartan family of funds is designed for cost-conscious investors
looking for higher yields through lower costs. The Spartan
Approach(registered trademark) requires investors to make high minimum
investments and, in some cases, to pay for individual transactions.
 
THE SPECTRUM OF 
FIDELITY FUNDS 
Broad categories of Fidelity 
funds are presented here in 
order of ascending risk. 
Generally, investors seeking 
to maximize return must 
assume greater risk. Spartan 
Arizona Municipal Money 
Market is in the MONEY 
MARKET category, and Spartan 
Arizona Municipal Income is 
in the INCOME category. 
(right arrow) MONEY MARKET Seeks 
income and stability by 
investing in high-quality, 
short-term investments.
(right arrow) INCOME Seeks income by 
investing in bonds. 
(solid bullet) GROWTH AND INCOME 
Seeks long-term growth and 
income by investing in stocks 
and bonds.
(solid bullet) GROWTH Seeks long-term 
growth by investing mainly in 
stocks. 
(checkmark)
EXPENSES 
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy, sell or
hold shares of a fund. See page  for more information about these fees.
Maximum sales charge on purchases                        None    
and reinvested distributions                                     
 
Deferred sales charge on redemptions                     None    
 
Redemption fee (as a % of amount redeemed                        
on shares held less than 180 days)                               
 
for Spartan Arizona Municipal Money Market               None    
 
for Spartan Arizona Municipal Income                     .50%    
 
Exchange and wire transaction fees                       $5.00   
 
Checkwriting fee, per check written                      $2.00   
 
(available for Spartan Arizona Municipal Money Market)           
 
Account closeout fee                                     $5.00   
 
Annual account maintenance fee                           $12.0   
(for accounts under $2,500)                              0       
 
THESE FEES ARE WAIVED (except for the redemption fee) if your account
balance at the time of the transaction is $50,000 or more. 
ANNUAL FUND OPERATING EXPENSES are paid out of each fund's assets. Each
fund pays a management fee to FMR. Expenses are factored into each fund's
share price or dividends and are not charged directly to shareholder
accounts (see page ). 
The following    figures     are based on historical expenses, adjusted to
reflect current fees, and are calculated as a percentage of average net
assets.
SPARTAN ARIZONA MONEY MARKET
   Managemen    t fee (after reimbursement)   .35%   
 
12b-1 fee                                     None   
 
Other expenses                                .00%   
 
Total fu   nd operating ex    penses          .35%   
 
SPARTAN ARIZONA INCOME
Management fee                     .55    %   
 
12b-1 fee                       None          
 
Other expenses                  .00%          
 
Total fund operating expenses      .55%       
 
EXAMPLES: Let's say, hypothetically, that each fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses after
the number of years indicated, first assuming that you leave your account
open, and then assuming that you close your account at the end of the
period: 
SPARTAN ARIZONA MONEY MARKET
      Account    Account    
      open       closed     
 
After 1 year     $    4              $    9              
 
After 3 years    $    11             $    16             
 
After 5 years    $    20             $    25             
 
After 10 years   $    44             $    49             
 
SPARTAN ARIZONA INCOME
      Account    Account    
      open       closed     
 
After 1 year     $    6              $    11             
 
After 3 years    $    18             $    23             
 
After 5 years    $    31             $    36             
 
After 10 years   $    69             $    74             
 
These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.
FMR has voluntarily agreed to    reimburse Spartan Arizona Municipal Money
Market Fund to the extent that total operating expenses exceed .35% of
it    s average net assets. If this agreement were not in effect, the
management fee, other expenses, and total operating expenses would    have
been     .50%, .00%, and .50%, respectively. Expenses eligible for
reimbursement do not include interest, taxes, brokerage commissions, or
extraordinary expenses.
FINANCIAL HIGHLIGHTS
The tables that follow are included in each fund's Annual Report and have
been audited by Coopers & Lybrand L.L.P., independent accountants. Their
reports on the financial statements and financial highlights are included
in the Annual Reports. The financial statements and financial highlights
are incorporated by reference into (are legally a part of) each fund's
Statement of Additional Information.
   SPARTAN ARIZONA MUNICIPAL MONEY MARKET    
 
<TABLE>
<CAPTION>
<S>                                                             <C>               <C>               
   1.Selected Per-Share Data and Ratios                                                             
 
   2.Years ended August 31                                         1996              1995C          
 
   3.Net asset value, beginning of period                          $ 1.000           $ 1.000        
 
   4.Income from Investment Operations                             .035              .034          
    Net interest income                                                                             
 
   5.Less Distributions                                            (.035)            (.034)        
    From net interest income                                                                        
 
   6.Net asset value, end of period                                $ 1.000           $ 1.000        
 
   7.Total returnB                                                  3.52%             3.43%         
 
   8.Net assets, end of period (000 omitted)                       $ 82,741          $ 52,566       
 
   9.Ratio of expenses to average net assets                        .22%              .06%          
                                                                   D                 A,D            
 
   10.Ratio of net interest income to average net assets            3.44%             3.91%         
                                                                                     A              
 
</TABLE>
 
   A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE ACCOUNT CLOSEOUT FEE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED. TOTAL RETURNS WOULD HAVE BEEN LOWER
HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
C FROM OCTOBER 11, 1994 (COMMENCEMENT OF OPERATIONS)
D FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
SPARTAN ARIZONA MUNICIPAL INCOME    
 
<TABLE>
<CAPTION>
<S>                                                                  <C>               <C>               
   11.Selected Per-Share Data and Ratios                                                                 
 
   12.Years ended August 31                                             1996              1995C          
 
   13.Net asset value, beginning of period                              $ 10.64           $ 10.00        
 
   14.Income from Investment Operations                                                                  
 
   15. Net interest income                                               .514              .504          
 
   16. Net realized and unrealized gain (loss) on investments            (.022)            .637          
 
   17. Total from investment operations                                  .492              1.141         
 
   18.Less Distributions                                                                                 
 
   19. From net interest income                                          (.514)            (.504)        
 
   20. From net realized gain                                            (.160)            .00           
 
   21.Redemption fees added to paid in capital                           .002              .003          
 
   22.Net asset value, end of period                                    $ 10.46           $ 10.64        
 
   23.Total returnB                                                      4.72%             11.74%        
 
   24.Net assets, end of period (000 omitted)                           $ 20,388          $ 13,448       
 
   25.Ratio of expenses to average net assets                            .30%              .06%          
                                                                        D                 A,D            
 
   26.Ratio of net interest income to average net assets                 4.82%             5.54%         
                                                                                          A              
 
   27.Portfolio turnover rate                                            32%               56%           
                                                                                          A              
 
</TABLE>
 
   A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE ACCOUNT CLOSEOUT FEE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED. TOTAL RETURNS WOULD HAVE BEEN LOWER
HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
C FROM OCTOBER 11, 1994 (COMMENCEMENT OF OPERATIONS)
D FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
PERFORMANCE
Mutual fund performance can be measured as TOTAL RETURN or YIELD. The total
returns that follow are based on historical fund results and do not reflect
the effect of any transaction fees you may have paid. The figures would be
lower if fees were taken into account.
Each fund's fiscal year runs from September 1 through August 31. The tables
below show each fund's performance over past fiscal years with the bond
fund's performance compared to different measures, including a comparative
index and a competitive funds average. Data for the comparative index for
Spartan Arizona Municipal Income is available only from June 30, 1993 to
the present. The chart on page  presents calendar year performance for the
bond fund and does not include the effect of the $5 account closeout fee.
AVERAGE ANNUAL TOTAL RETURNS    
 
<TABLE>
<CAPTION>
<S>                                      <C>                   <C>                   
Fiscal periods ended                     Past                  Life of   
August 31, 1996                          1                     fundA     
                                         year              
 
Spartan Arizona Municipal Money Market       3    .   52           3    .   68       
                                                 %   B                 %   B          
 
Spartan Arizona Municipal Income             4    .   72           8    .   65       
                                                 %   B                 %   B          
 
Lehman Bros. AZ    Enhanced                  4    .   73          n/a       
       Muni. Bond Index                          %                           
 
Lipper AZ Muni. Debt Funds Avg.               5.07                n/a       
                                                 %                    
 
   CUMULATIVE TOTAL RETURNS    
Fiscal periods ended                      Past                  Life of   
August 31, 1996                           1                     fundA     
                                                                year              
 
Spartan Arizona Municipal Money Market       3    .   52           7    .   08        
                                                 %   B                 %   B           
 
Spartan Arizona Municipal Income             4    .   72           17    .   01       
                                                 %   B                 %   B           
 
Lehman Bros. AZ    Enhanced                  4    .   73           n/a       
       Muni. Bond Index                          %                           
 
Lipper AZ Muni. Debt Funds Avg.              5.07                  n/a       
                                                 %                    
</TABLE>
A FROM OCTOBER 11, 1994
   B IF FMR HAD NOT REIMBURSED CERTAIN FUND EXPENSES DURING THESE PERIODS,
TOTAL RETURNS WOULD HAVE BEEN LOWER.
UNDERSTANDING
 
PERFORMANCE
YIELD illustrates the income 
earned by a fund over a 
recent period. Seven-day 
yields are the most common 
illustration of money market 
performance. 30-day yields 
are usually used for bond 
funds. Yields change daily, 
reflecting changes in interest 
rates.
TOTAL RETURN reflects both the 
reinvestment of income and 
capital gain distributions, and 
any change in a fund's share 
price.    
(checkmark)
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment over a given period,
assuming reinvestment of any dividends and capital gains. A CUMULATIVE
TOTAL RETURN reflects actual performance over a stated period of time. An
AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that, if
achieved annually, would have produced the same cumulative total return if
performance had been constant over the entire period. Average annual total
returns smooth out variations in performance; they are not the same as
actual year-by-year results.
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. When a money
market fund yield assumes that income earned is reinvested, it is called an
EFFECTIVE YIELD. A TAX-EQUIVALENT YIELD shows what an investor would have
to earn before taxes to equal a tax-free yield. Yields for the bond fund
are calculated according to a standard that is required for all stock and
bond funds. Because this differs from other accounting methods, the quoted
yield may not equal the income actually paid to shareholders.
   THE LEHMAN BROTHERS ENHANCED ARIZONA MUNICIPAL BOND INDEX is a total
return performance benchmark for Arizona investment-grade municipal bonds
with maturities of at least one year.    
Unlike    a     fund's returns, the total returns of the comparative index
do not include the effect of any brokerage commissions, transaction fees,
or other costs of investing.
       THE COMPETITIVE FUNDS AVERAGE    is the Lipper Arizona Municipal
Debt Funds Average for Spartan Arizona Municipal Income, which currently
reflects the performance of over 35 mutual funds with similar investment
objectives. This average, published by Lipper Analytical Services, Inc.,
excludes the effect of sales charges.    
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. government.
The funds' recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
SPARTAN ARIZONA MUNICIPAL INCOME
Calendar year total returns           
1995 
Spartan Arizona Municipal Income          
   18.49    %
Lipper AZ Muni. Debt Funds Avg.          
   17.52    %
Consumer Price Index             2.54
    %
   
 
THE FUNDS IN DETAIL
 
 
CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified    goal. Spartan Arizona Municipal Money
Market is a non    -diversified fund of Fidelity Union Street Trust II, and
Spartan Arizona Municipal Income is a    non-diversifi    ed fund of
Fidelity Union Street Trust. Both trusts are open-end management companies.
Fidelity Union Street Trust II was organized as a Delaware business trust
on June 20, 1991. Fidelity Union Street Trust was organized as a
Massachusetts business trust on March 1, 1974   .     There is a remote
possibility that one fund might become liable for a misstatement in the
prospectus about another fund.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the funds' activities,
review contractual arrangements with companies that provide services to the
funds, and review the funds' performance. The majority of trustees are not
otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove trustees, change fundamental
policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by proxy.
Fidelity will mail proxy materials in advance, including a voting card and
information about the proposals to be voted on. For Spartan Arizona
Municipal Money Market, you are entitled to one vote for each share you
own. For Spartan Arizona Municipal Income, the number of votes you are
entitled to is based upon the dollar value of your investment.
FMR AND ITS AFFILIATES
The funds are managed by FMR, which chooses their investments and handles
their business affairs   . FMR Texas, located in Irving, Texas, has
    primary responsibility for providing investment management services for
Spartan Arizona Municipal Money Market.
Jonathan Short is manager of Spartan Arizona Municipal Income, which he has
managed since October 1995. Mr. Short also manages other Fidelity funds.
Previously, he was a municipal bond analyst. Mr. Short joined Fidelity in
1990, after receiving his MBA from the Massachusetts Institute of
Technology.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
   Fidelity Distributors Corporation (F    DC) distributes and markets
Fidelity's funds and services. Fidelity Service Co. (FSC) performs transfer
agent servicing functions for the funds.
FMR Corp. is the ultimate parent company of FMR a   nd FMR Texas    .
Members of the Edward C. Johnson 3d family are the predominant owners of a
class of shares of common stock representing approximately 49% of the
voting power of FMR Corp. Under the Investment Company Act of 1940 (the
1940 Act), control of a company is presumed where one individual or group
of individuals owns more than 25% of the voting stock of that company;
therefore, the Johnson family may be deemed under the 1940 Act to form a
controlling group with respect to FMR Corp.
UMB Bank, n.a., is each fund's transfer agent, although it employs FSC to
per   form these functions for the funds. UMB is located at 1010 Grand
Avenue, Kansas City, Missour    i.
   A broker-dealer may use a portion of the commissions paid by Spartan
Arizona Municipal Income to reduce custodian or transfer agent fees for the
fund. FMR may use its broker-dealer affiliates and other firms that sell
fund shares to carry out a fund's transactions, provided that the fund
receives b    rokerage services and commission rates comparable to those of
other broker-dealers. 
INVESTMENT PRINCIPLES AND RISKS
   EACH FUND'S INVESTMENT APPROACH    
SPARTAN ARIZONA MUNICIPAL MONEY MARKET seeks to earn high current income
that is free from federal income tax and the Arizona personal income tax
while maintaining a stable $1.00 share price by investing in high-quality,
short-term municipal money market securities of all types. FMR normally
invests at least 65% of the fund's total assets in state tax-free
securities, and normally invests at least 80% of the fund's assets in
municipal securities whose interest is free from federal income tax.
When you sell your shares of the fund, they should be worth the same amount
as when you bought them. Of course, there is no guarantee that the fund
will maintain a stable $1.00 share price. The fund follows
industry-standard guidelines on the quality and maturity of its
investments, which are designed to help maintain a stable $1.00 share
price. The fund will purchase only high-quality securities that FMR
believes present minimal credit risks and will observe maturity
restrictions on securities it buys. In general, securities with longer
maturities are more vulnerable to price changes, although they may provide
higher yields. It is possible that a major change in interest rates or a
default on the fund's investments could cause its share price (and the
value of your investment) to change.    In addition, since the fund
concentrates its investments in Arizona municipal securities, an investment
in the fund may be riskier than an investment in other types of money
market funds.    
SPARTAN ARIZONA MUNICIPAL INCOME seeks high current income that is free
from federal income tax and the Arizona    personal income tax by investing
in investment-grade municipal securities under normal conditions.     FMR
normally invests at least 65% of the fund's total assets in state tax-free
securities, and normally invests at least 80% of the fund's assets in
municipal securities whose interest is free from federal income tax.
Although the fund can invest in securities of any maturity, FMR seeks to
manage the fund so that it generally reacts to changes in interest rates
similarly to municipal bonds with maturities between 8 and 18 years. As of
August 31, 1996, the fund's dollar-weighted average maturity was
approximately    10.4     years.
EACH FUND'S performance is affected by the economic and political
conditions within the state of Arizona. The rate of growth in Arizona
slowed in the late '80s and early '90s, and assessed valuations in many
areas have declined, putting pressure on state and local budgets. However,
the state's growth in population and employment and other economic
indicators continues to outpace that of the nation as a whole. Economic
conditions within the state are expected to reflect moderate growth through
199   6    . 
The money market fund stresses income, preservation of capital, and
liquidity. The bond fund seeks to provide a higher level of income by
investing in a broader range of securities. 
The total return from a bond fund is a combination of income and price
gains or losses. While income is the most important component of bond
returns over time, the bond fund's emphasis on income does not mean that
the fund invests only in the highest-yielding bonds available, or that it
can avoid risks to principal. In selecting investments for the bond fund,
FMR considers a bond's income potential together with its potential for
price gains or losses. FMR focuses on assembling a portfolio of
income-producing securities that it believes will provide the best tradeoff
between risk and return within the range of securities that are eligible
investments for the fund. 
Each fund's yield and the bond fund's share price change daily and are
based on interest rates, market conditions, other economic and political
news, and on the quality and maturity of its investments. In general, bond
prices rise when interest rates fall, and vice versa. This effect is
usually more pronounced for longer-term securities. Lower-quality
securities offer higher yields, but also carry more risk. FMR may use
various investment techniques to hedge a portion of the bond fund's risks,
but there is no guarantee that these strategies will work as intended. When
you sell your shares of the bond fund, they may be worth more or less than
what you paid for them.
If you are subject to the federal alternative minimum tax, you should note
that each fund may invest all of its assets in municipal securities issued
to finance private activities. The interest from these investments is a
tax-preference item for purposes of the tax.
FMR normally invests each fund's assets according to its investment
strategy. The funds do not expect to invest in federally taxable
obligations, and Spartan Arizona Municipal Income does not expect to invest
in state taxable obligations. Each fund also reserves the right to invest
without limitation in short-term instruments, to hold a substantial amount
of uninvested cash, or to invest more than normally permitted in taxable
obligations for temporary, defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related risks.
Any restrictions listed supplement those discussed earlier in this section.
A complete listing of each fund's limitations and more detailed information
about    each fund's investments are contained in a fund's     SAI.
Policies and limitations are considered at the time of purchase; the sale
of instruments is not required in the event of a subsequent change in
circumstances.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that they are consistent with a fund's investment
objective and policies and that doing so will help a fund achieve its
goa   l. Fund holdings and recent investment strategies are detailed in
each fund's financial reports, which are sent to share    holders twice a
year. For a free SAI or financial report, call 1-800-544-8888.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. In
general, bond prices rise when interest rates fall, and vice versa. Debt
securities have varying degrees of quality and varying levels of
sensitivity to changes in interest rates. Longer-term bonds are generally
more sensitive to interest rate    changes than short-term bonds.
Investment-grade debt securities are medium- and high-quality securities.
Some, however, may possess speculative characteristics, and may be more
sensitive to economic changes and to changes in the financial condition of
issuers.
RESTRICTIONS: The bond fund normally invests in investment-grade
securities, but reserves the right to invest up to 5% of its assets in
below investment-grade securities (sometimes called "municipal junk
bonds"). A security is considered to be investment-grade if it is rated
investment-grade by Moody's Investors Service, Standard & Poor's, Duff &
Phelps Credit Rating Co., or Fitch Investors Service, L.P., or is unrated
but judged by FMR to be of equivalent quality.     
MONEY MARKET SECURITIES are high-quality, short-term    instruments    
issued by municipalities, local and state governments, and other entities.
These    securities may carry fixed, variable, or     floating interest
rates. Some money market securities employ a trust or similar structure to
modify the maturity, price characteristics, or quality of financial assets
so that they are eligible investments for money market funds. If the
structure does not perform as intended, adverse tax or investment
consequences may result.
MUNICIPAL SECURITIES are issued to raise money for a variety of public or
private purposes, including general financing for state and local
governments, or financing for specific projects or public facilities. They
may be issued in anticipation of future revenues, and may be backed by the
full taxing power of a municipality, the revenues from a specific project,
or the credit of a private organization. The value of some or all municipal
securities may be affected by uncertainties in the municipal market related
to legislation or litigation involving the taxation of municipal securities
or the rights of municipal securities holders. A fund may own a municipal
security directly or through a participation interest.
CREDIT SUPPORT.    Issuers may employ various forms of credit enhancement,
including letters of credit, guarantees, or insurance from a bank,
insurance company, or other entity. These arrangements expose the fund to
the credit risk of the entity. In the case of foreign entities, extensive
public information about the enti    ty may not be available and the entity
may be subject to unfavorable political, economic, or governmental
developments which might affect its ability to honor its commitment.
STATE MUNICIPAL SECURITIES in   clude     municipal obligations issued by
the state of Arizona or its counties, municipalities, authorities, or other
subdivisions. The ability of issuers to repay their debt can be affected by
many factors that impact the economic vitality of either the state or a
region within the state.
Other stat   e municipal s    ecurities include obligations of the U.S.
territories and possessions such as Guam, the Virgin Islands, and Puerto
Rico, and their political subdivisions and public corporations. The economy
of Puerto Rico is closely linked to the U.S. economy, and will be affected
by the strength of the U.S. dollar, interest rates, the price stability of
oil imports, and the continued existence of favorable tax incentives. 
ASSET-BACKED SECURITIES include interests in pools of purchase contracts,
financing leases, or sales agreements entered into by municipalities. These
securities usually rely on continued payments by a municipality, and may
also be subject to prepayment risk.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a benchmark
rate changes. Inverse floaters have interest rates that move in the
opposite direction from a benchmark, making the security's market value
more volatile.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire land,
equipment, or facilities. If the municipality stops making payments or
transfers its obligations to a private entity, the obligation could lose
value or become taxable.
PUT FEATURES entitle the holder to put (sell back) a security to the issuer
or    another party    . In exchange for this benefit, a fund may accept a
lower interest rate. De   mand features and standby commitments are
typ    es of put features.
PRIVATE ENTITIES may be involved in some municipal securities. For example,
industrial revenue bonds are backed by private entities, and resource
recovery bonds often involve private corporations. The viability of a
project or tax incentives could affect the value and credit quality of
these securities.
ADJUSTING INVESTMENT EXPOSURE. A fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, or other factors that affect security values. These techniques may
involve derivative transactions such as buying and selling options and
futures contracts and purchasing indexed securities.
FMR can use these practices to adjust the risk and return characteristics
of a fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well w   ith a
fund    's investments, these techniques could result in a loss, regardless
of whether the intent was to reduce risk or increase return. These
techniques may increase the volatility of    a fun    d and may involve a
small investment of cash relative to the magnitude of the risk assumed. In
addition, these techniques could result in a loss if the counterparty to
the transaction does not perform as promised.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid securities and some other securities may be
subject to legal restrictions. Difficulty in selling securities may result
in a loss or may be costly to a fund. 
RESTRICTIONS: A fund may not purchase a security if, as a result, more than
10% of its assets would be invested in illiquid securities. 
WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS are trading practices in
which payment and delivery for the securities take place at a future date.
   The market value of a security could change during this period.    
OTHER INSTRUMENTS    may include real estate-related instruments.
CASH MANAGEMENT.     A fund may invest in a money market fund available
only to funds and accounts managed by FMR or its affiliates, whose goal is
to seek a high level of current income exempt from federal income tax while
maintaining a stable $1.00 share price. A major change in interest rates or
a default on the money market fund's investments could cause its share
price to change.
   RESTRICTION:     Spartan Arizona Municipal Income does not currently
intend to invest in a money market fund.
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry or type of
project. Economic, business, or political changes can affect all securities
of a similar type. A fund that is not diversified may    be more sensitive
to changes in the market value of a single issuer or industry.    
RESTRICTIONS:    Each fund     is considered non-diversified. Generally, to
meet federal tax requirements at the close of each quarter, a fund does not
invest more than 25% of its total assets in any one issuer and, with
respect to 50% of total assets, does not invest more than 5% of its total
assets in    any issue    r. These limitations do not apply to U.S.
Government securities. Each fund may invest more than 25% of its total
assets in tax-free securities that finance similar types of projects.
BORROWING.    Each f    und may borrow from banks or from other funds
advised by FMR, or through reverse repurchase agreements. If    the bond
fund bo    rrows money, its share price may be subject to greater
fluctuation until the borrowing is paid off. If    the bond fu    nd makes
additional investments while borrowings are outstanding, this may be
considered a form of leverage.
RESTRICTIONS: Each fund may borrow onl   y     for temporary or emergency
purposes, but not in an amount exceeding 331/3% of its total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval. 
SPARTAN ARIZONA MUNICIPAL MONEY MARKET seeks as high a level of current
income exempt from federal income tax and Arizona personal income tax, as
is consistent with preservation of capital. 
SPARTAN ARIZONA MUNICIPAL INCOME seeks a high level of current income,
exempt from federal income tax and Arizona personal income tax. 
EACH FUND normally invests at least 80% of its assets in municipal
securities whose interest is free from federal income tax. 
Each fund may borrow only for temporary or emergency purposes, but not in
an amount exceeding 33% of its total assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of a fund's assets are reflected in its share
price or dividends; they are neither billed directly to shareholders nor
deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to an affiliate who provides
assistance with these services for Spartan Arizona Municipal Money Market.
FMR may, from time to time, agree to reimburse the funds for management
fees above a specified limit. FMR retains the ability to be repaid by a
fund if expenses fall below the specified limit prior to the end of the
fiscal year. Reimbursement arrangements, which may be terminated at any
time without notice, can decrease a fund's expenses and boost its
performance.
MANAGEMENT FEE 
The management fee is calculated and paid to FMR every month. Each fund
pays a management fee at a fixed annual rate of its average net assets:
 .50% for Spartan Arizona Municipal Money Market and .55% for Spartan
Arizona Municipal Income. The total management fee rate for Spartan Arizona
Municipal Money Market and Spartan Arizona Municipal Income for fiscal
1996, after reimbursement, was .22% and .30%, respectively. 
FMR HAS A SUB-ADVISORY AGREEMENT with    FMR Texas,     which has primary
responsibility for providing investment management for Spartan Arizona
Municipal Money Market, while FMR retains responsibility for providing
other management services. FMR pay   s FMR Texas     50% of its management
fee (before expense reimbursements) for these services.
FSC performs many transaction and accounting functions for the funds. These
services include processing shareholder transactions and calculating each
fund's share price. FMR, and not the funds, pays for these services. 
To offset shareholder service costs, FMR or its affiliates also collect the
funds' $5.00 exchange fee, $5.00 account closeout fee, $5.00 fee for wire
purchases and redemptions, and, for Spartan Arizona Municipal Money Market,
the $2.00 checkwriting charge.    For fiscal 1996, these fees amounted to
$195, $51, $45, and $470, respectively, for Spartan Arizona Municipal Money
Market and $190, $80, and $15, respectively, for Spartan Arizona Municipal
Income.    
Each fund has adopted a Distribution and Service Plan. These plans
recognize that FMR may use its resources, including management fees, to pay
expenses associated with the sale of fund shares. This may include payments
to third parties, such as banks or broker-dealers, that provide shareholder
support services or engage in the sale of the fund's shares. It is
important to note, however, that the funds do not pay FMR any separate fees
for this service. 
   For fiscal 1996, the portfolio turnover rate for Spartan Arizona
Municipal Income was 32%    . This rate varies from year to year.
YOUR ACCOUNT
 
 
DOING BUSINESS WITH FIDELITY
Fidelity Investments was established in 1946 to manage one of America's
first mutual funds. Today, Fidelity is the largest mutual fund company in
the country, and is known as an innovative provider of high-quality
financial services to individuals and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, Fidelity Brokerage Services,
Inc. (FBSI). Fidelity is also a leader in providing tax-sheltered
retirement plans for individuals investing on their own or through their
employer.
Fidelity is committed to providing investors with practical information to
make investment decisions. Based in Boston, Fidelity provides customers
with complete service 24 hours a day, 365 days a year, through a network of
telephone service centers around the country. 
To reach Fidelity for general information, call these numbers:
(small solid bullet) For mutual funds, 1-800-544-8888
(small solid bullet) For brokerage, 1-800-544-7272
If you would prefer to speak with a representative in person, Fidelity has
over    80 walk-in In    vestor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in a fund or, if you own or intend to
purchase individual securities as part of your total investment portfolio,
you may consider investing in a fund through a brokerage account. 
If you are investing through FBSI or another financial institution or
investment professional, refer to its program materials for any special
provisions regarding your investment in the fund.
The different ways to set up (register) your account with Fidelity are
liste   d in the table that follows.    
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS 
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA) 
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS 
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST 
FOR MONEY BEING INVESTED BY A TRUST 
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION 
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
EACH FUND'S SHARE PRICE, called net asset value (NAV), is calculated every
business day. Spartan Arizona Municipal Money Market is managed to keep its
share price stable at $1.00. Each fund's shares are sold without a sales
charge.
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page . If there is no application accompanying this
prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail in an application with a check, or
(small solid bullet) Open your account by exchanging from another Fidelity
fund.
If you buy shares by check or Fidelity Money Line(registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven business days to
ensure that your previous investment has cleared.
MINIMUM INVESTMENTS 
TO OPEN AN ACCOUNT  $10,000
For Spartan Arizona Municipal
   Money Market     $25,000
TO ADD TO AN ACCOUNT  $1,000
Through    regular     investment plans $500*
MINIMUM BALANCE $5,000
For Spartan Arizona Municipal
   Money Market     $10,000
* FOR MORE INFORMATION ABOUT REGULAR INVESTMENT PLANS, PLEASE REFER TO
"INVESTOR SERVICES", PAGE .
These minimums may vary for investments through Fidelity Portfolio Advisory
Services. Refer to t   he program     materials for details.
 
 
 
 
 
UNDERSTANDING THE
SPARTAN APPROACH(registered trademark)
Fidelity's Spartan Approach is 
based on the principle that 
lower fund expenses can 
increase returns. The Spartan 
funds keep expenses low in 
two ways. First, higher 
investment minimums reduce 
the effect of a fund's fixed 
costs, many of which are paid 
on a per-account basis. 
Second, unlike most mutual 
funds that include transaction 
costs as part of overall fund 
expenses, Spartan 
shareholders pay directly for 
the transactions they make. 
(checkmark)
 
<TABLE>
<CAPTION>
<S>                                   <C>                                           <C>                                           
                                      TO OPEN AN ACCOUNT                            TO ADD TO AN ACCOUNT                          
 
Phone 1-800-544-777 (phone_graphic)   (small solid bullet) Exchange from another    (small solid bullet) Exchange from another    
                                      Fidelity fund account                         Fidelity fund account                         
                                      with the same                                 with the same                                 
                                      registration, including                       registration, including                       
                                      name, address, and                            name, address, and                            
                                      taxpayer ID number.                           taxpayer ID number.                           
                                                                                    (small solid bullet) Use Fidelity Money       
                                                                                    Line to transfer from                         
                                                                                    your bank account. Call                       
                                                                                    before your first use to                      
                                                                                    verify that this service                      
                                                                                    is in place on your                           
                                                                                    account. Maximum                              
                                                                                    Money Line: $50,000.                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                   <C>                                           <C>                                            
Mail (mail_graphic)   (small solid bullet) Complete and sign the    (small solid bullet) Make your check           
                      application. Make your                        payable to the complete                        
                      check payable to the                          name of the fund.                              
                      complete name of the                          Indicate your fund                             
                      fund of your choice.                          account number on                              
                      Mail to the address                           your check and mail to                         
                      indicated on the                              the address printed on                         
                      application.                                  your account statement.                        
                                                                    (small solid bullet) Exchange by mail: call    
                                                                    1-800-544-6666 for                             
                                                                    instructions.                                  
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                        <C>                                            <C>                                           
In Person (hand_graphic)   (small solid bullet) Bring your application    (small solid bullet) Bring your check to a    
                           and check to a Fidelity                        Fidelity Investor Center.                     
                           Investor Center. Call                          Call 1-800-544-9797 for                       
                           1-800-544-9797 for the                         the center nearest you.                       
                           center nearest you.                                                                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                   <C>                                             <C>                                          
Wire (wire_graphic)   (small solid bullet) There may be a $5.00       (small solid bullet) There may be a $5.00    
                      fee for each wire                               fee for each wire                            
                      purchase.                                       purchase.                                    
                      (small solid bullet) Call 1-800-544-7777 to     (small solid bullet) Wire to:                
                      set up your account                             Bankers Trust                                
                      and to arrange a wire                           Company,                                     
                      transaction.                                    Bank Routing                                 
                      (small solid bullet) Wire within 24 hours to:   #021001033,                                  
                      Bankers Trust                                   Account #00163053.                           
                      Company,                                        Specify the complete                         
                      Bank Routing                                    name of the fund and                         
                      #021001033,                                     include your account                         
                      Account #00163053.                              number and your                              
                      Specify the complete                            name.                                        
                      name of the fund and                                                                         
                      include your new                                                                             
                      account number and                                                                           
                      your name.                                                                                   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                 <C>                                   <C>                                            
Automatically (automatic_graphic)   (small solid bullet) Not available.   (small solid bullet) Use Fidelity Automatic    
                                                                          Account Builder. Sign                          
                                                                          up for this service                            
                                                                          when opening your                              
                                                                          account, or call                               
                                                                          1-800-544-6666 to add                          
                                                                          it.                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
HOW TO SELL SHARES 
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next share price calculated after your order is received and accepted.
Share price is normally calculated at 4 p.m. Eastern time. 
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least $5,000
worth of shares in the account ($10,000 for Spartan Arizona Municipal Money
Market) to keep it open. 
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to sign
up for these services in advance. 
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply: 
(small solid bullet) You wish to redeem more than $100,000 worth of shares, 
(small solid bullet) Your account registration has changed within the last
30 days,
(small solid bullet) The check is being mailed to a different address than
the one on your account (record address), 
(small solid bullet) The check is being made payable to someone other than
the account owner, or 
(small solid bullet) The redemption proceeds are being transferred to a
Fidelity account with a different registration. 
You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if authorized
under state law), securities exchange or association, clearing agency, or
savings association. A notary public cannot provide a signature guarantee. 
SELLING SHARES IN WRITING 
Write a "letter of instruction" with: 
(small solid bullet) Your name, 
(small solid bullet) The fund's name, 
(small solid bullet) Your fund account number, 
(small solid bullet) The dollar amount or number of shares to be redeemed,
and 
(small solid bullet) Any other applicable requirements listed in the table
   that follows.     
Unless otherwise instructed, Fidelity will send a check to the record
address. Deliver your letter to a Fidelity Investor Center, or mail it to: 
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602 
CHECKWRITING 
If you have a checkbook for your account in Spartan Arizona Municipal Money
Market, you may write an unlimited number of checks. Do not, however, try
to close out your account by check.
      ACCOUNT TYPE   SPECIAL REQUIREMENTS   
 
 
<TABLE>
<CAPTION>
<S>                                                                                    <C>   <C>   
IF YOU SELL SHARES OF SPARTAN ARIZONA MUNICIPAL INCOME AFTER HOLDING THEM LESS THAN                
180 DAYS, THE FUND WILL DEDUCT A REDEMPTION FEE EQUAL TO .50% OF THE VALUE OF THOSE                
SHARES. IF YOUR ACCOUNT BALANCE IS LESS THAN $50,000, THERE ARE FEES FOR INDIVIDUAL                
REDEMPTION TRANSACTIONS: $2.00 FOR EACH CHECK YOU WRITE (FOR SPARTAN ARIZONA                       
MUNICIPAL MONEY MARKET ONLY) AND $5.00 FOR EACH EXCHANGE, BANK WIRE, AND ACCOUNT                   
CLOSEOUT.                                                                                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                              <C>                   <C>                                                    
Phone 1-800-544-777 (phone_graphic)              All account types     (small solid bullet) Maximum check request:            
                                                                       $100,000.                                              
                                                                       (small solid bullet) For Money Line transfers to       
                                                                       your bank account; minimum:                            
                                                                       $10; maximum: $100,000.                                
                                                                       (small solid bullet) You may exchange to other         
                                                                       Fidelity funds if both                                 
                                                                       accounts are registered with                           
                                                                       the same name(s), address,                             
                                                                       and taxpayer ID number.                                
 
Mail or in Person (mail_graphic)(hand_graphic)   Individual, Joint     (small solid bullet) The letter of instruction must    
                                                 Tenant,               be signed by all persons                               
                                                 Sole Proprietorship   required to sign for                                   
                                                 , UGMA, UTMA          transactions, exactly as their                         
                                                 Trust                 names appear on the                                    
                                                                       account.                                               
                                                                       (small solid bullet) The trustee must sign the         
                                                                       letter indicating capacity as                          
                                                 Business or           trustee. If the trustee's name                         
                                                 Organization          is not in the account                                  
                                                                       registration, provide a copy of                        
                                                                       the trust document certified                           
                                                                       within the last 60 days.                               
                                                                       (small solid bullet) At least one person               
                                                 Executor,             authorized by corporate                                
                                                 Administrator,        resolution to act on the                               
                                                 Conservator,          account must sign the letter.                          
                                                 Guardian              (small solid bullet) Include a corporate               
                                                                       resolution with corporate seal                         
                                                                       or a signature guarantee.                              
                                                                       (small solid bullet) Call 1-800-544-6666 for           
                                                                       instructions.                                          
 
Wire (wire_graphic)                              All account types     (small solid bullet) You must sign up for the wire     
                                                                       feature before using it. To                            
                                                                       verify that it is in place, call                       
                                                                       1-800-544-6666. Minimum                                
                                                                       wire: $5,000.                                          
                                                                       (small solid bullet) Your wire redemption request      
                                                                       must be received by Fidelity                           
                                                                       before 4 p.m. Eastern time                             
                                                                       for money to be wired on the                           
                                                                       next business day.                                     
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                     <C>                 <C>                                                  
Check (check_graphic)   All account types   (small solid bullet) Minimum check: $1,000.          
                                            (small solid bullet) All account owners must sign    
                                            a signature card to receive a                        
                                            checkbook.                                           
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365 days
a year. Whenever you call, you can speak with someone equipped to provide
the information or service you need.
24-HOUR SERVICE
ACCOUNT ASSISTANCE
1-800-544-6666
ACCOUNT TRANSACTIONS
1-800-544-7777
PRODUCT INFORMATION
1-800-544-8888
RETIREMENT ACCOUNT 
ASSISTANCE
1-800-544-4774
TOUCHTONE EXPRESS
1-800-544-5555
 AUTOMATED SERVICE
(checkmark)
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(small solid bullet) Confirmation statements (after every transaction,
except reinvestments, that affects your account balance or your account
registration)
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)
 
 
 
To reduce expenses, only one copy of most financial reports    and
prospectuses     will be mailed to your household, even if you have more
than one account in the fund. Call 1-800-544-6666 if you need copies of
financial reports   , prospectuses, or h    istorical account information.
TRANSACTION SERVICES 
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing. There may be a $5.00 fee for
each exchange out of the funds, unless you place your transaction on
Fidelity's automated exchange services.
Note that exchanges out of a fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page .
SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from your
account.
FIDELITY MONEY LINE(registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money regularly.
Fidelity offers convenient services that let you transfer money into your
fund account, or between fund accounts, automatically. While regular
investment plans do not guarantee a profit and will not protect you against
loss in a declining market, they can be an excellent way to invest for a
home, educational expenses, and other long-term financial goals.
REGULAR INVESTMENT PLANS
FIDELITY AUTOMATIC ACCOUNT BUILDERSM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND
 
<TABLE>
<CAPTION>
<S>       <C>           <C>                                                          
MINIMUM   FREQUENCY     SETTING UP OR CHANGING                                       
$500      Monthly or    (small solid bullet) For a new account, complete the         
          quarterly     appropriate section on the fund                              
                        application.                                                 
                        (small solid bullet) For existing accounts, call             
                        1-800-544-6666 for an application.                           
                        (small solid bullet) To change the amount or frequency of    
                        your investment, call 1-800-544-6666 at                      
                        least three business days prior to your                      
                        next scheduled investment date.                              
 
</TABLE>
 
DIRECT DEPOSIT
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY
FUNDA
 
<TABLE>
<CAPTION>
<S>       <C>          <C>                                                           
MINIMUM   FREQUENCY    SETTING UP OR CHANGING                                        
$500      Every pay    (small solid bullet) Check the appropriate box on the fund    
          period       application, or call 1-800-544-6666 for an                    
                       authorization form.                                           
                       (small solid bullet) Changes require a new authorization      
                       form.                                                         
 
</TABLE>
 
FIDELITY AUTOMATIC EXCHANGE SERVICE
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND
 
<TABLE>
<CAPTION>
<S>       <C>              <C>                                                             
MINIMUM   FREQUENCY        SETTING UP OR CHANGING                                          
$500      Monthly,         (small solid bullet) To establish, call 1-800-544-6666 after    
          bimonthly,       both accounts are opened.                                       
          quarterly, or    (small solid bullet) To change the amount or frequency of       
          annually         your investment, call 1-800-544-6666.                           
 
</TABLE>
 
A BECAUSE BOND FUND SHARE PRICES FLUCTUATE, THAT FUND MAY NOT BE AN
APPROPRIATE CHOICE FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
SHAREHOLDER AND ACCOUNT POLICIES
 
 
DIVIDENDS, CAPITAL GAINS, AND TAXES 
Each fund distributes substantially all of its net investment income and
capital gains, if any, to shareholders each year. Income dividends are
declared daily and paid monthly. Capital gains earned by the bond fund are
normally distributed in October and December. 
DISTRIBUTION OPTIONS 
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. Each fund offers four
options (three for Spartan Arizona Municipal Money Market): 
1. REINVESTMENT OPTION. Your dividend and capital gain distributions, if
any, will be automatically reinvested in additional shares of the fund. If
you do not indicate a choice on your application, you will be assigned this
option. 
2. INCOME-EARNED OPTION. Your capital gain distributions, if any, will be
automatically reinvested, but you will be sent a check for each dividend
distribution. This option is not available for Spartan Arizona Municipal
Money Market.
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions, if any. 
4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividend and
capital gain distributions, if any, will be automatically invested in
another identically registered Fidelity fund.
Dividends will be reinvested at the fund's NAV on the last day of the
month. Capital gain distributions, if any, will be reinvested at the NAV as
of the date the fund deducts the distribution from its NAV. The mailing of
distribution checks will begin within seven days.
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you 
are entitled to your share of 
the fund's net income and 
gains on its investments. The 
fund passes its earnings 
along to its investors as 
DISTRIBUTIONS.
Each fund earns interest from 
its investments. These are 
passed along as DIVIDEND 
DISTRIBUTIONS. The fund may 
realize capital gains if it sells 
securities for a higher price 
than it paid for them. These 
are passed along as CAPITAL 
GAIN DISTRIBUTIONS. Money 
market funds usually don't 
make capital gain 
distributions.
(checkmark)
TAXES 
As with any investment, you should consider how an investment in a tax-free
fund could affect you. Below are some of the funds' tax implications. 
TAXES ON DISTRIBUTIONS. Interest income that a fund earns is distributed to
shareholders as income dividends. Interest that is federally tax-free
remains tax-free when it is distributed. 
However, gain on the sale of tax-free bonds results in taxable
distributions. Short-term capital gains and a portion of the gain on bonds
purchased at a discount are taxed as dividends. Long-term capital gain
distributions are taxed as long-term capital gains. These distributions are
taxable when they are paid, whether you take them in cash or reinvest them.
However, distributions declared in December and paid in January are taxable
as if they were paid on December 31. Fidelity will send you and the IRS a
statement showing the tax status of the distributions paid to you in the
previous year.
The interest from some municipal securities is subject to the federal
alternative minimum tax. Each fund may invest up to 100% of its assets in
these securities. Individuals who are subject to the tax must report this
interest on their tax returns.
To the extent a fund's income dividends are derived from i   nterest on
Arizona municipal securities the interest on which is exempt from Arizona
state personal income tax, the dividends will be free from such tax.
During fiscal 1996, 100%     of each fund's income dividends was free from
federal income tax,    and 100% was f    ree from Arizona personal income
taxe   s. 41.44% of     Spartan Arizona Municipal Money Market's    and
8.39% of Spa    rtan Arizona Municipal Income's income dividends were
subject to the federal alternative minimum tax.
TAXES ON TRANSACTIONS. Your bond fund redemptions - including exchanges to
other Fidelity funds - are subject to capital gains tax. A capital gain or
loss is the difference between the cost of your shares and the price you
receive when you sell them. 
Whenever you sell shares of a fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a consolidated transaction statement every January. However, it is
up to you or your tax preparer to determine whether this sale resulted in a
capital gain and, if so, the amount of tax to be paid. Be sure to keep your
regular account statements; the information they contain will be essential
in calculating the amount of your capital gains. 
"BUYING A DIVIDEND." If you buy shares just    when     a fund    has
realized but not yet distributed income or capital gains    , you will pay
the full price for the shares and then receive a portion of the price back
in the form of a taxable distribution.
TRANSACTION DETAILS 
THE FUNDS ARE OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates each fund's NAV as of the close of
business of the NYSE, normally 4 p.m. Eastern time.
EACH FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding. 
The money market fund values the securities it owns on the basis of
amortized cost. This method minimizes the effect of changes in a security's
market value and helps the fund to maintain a stable $1.00 share price. For
the bond fund, assets are valued primarily on the basis of market
quotations, if available. Since market quotations are often unavailable,
assets are usually valued by a method that the Board of Trustees believes
accurately reflects fair value.
EACH FUND'S OFFERING PRICE (price to buy one share) and REDEMPTION PRICE
(price to sell one share) are its NAV. 
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require a fund to
withhold 31% of your taxable distributions and redemptions. 
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity may only be
liable for losses resulting from unauthorized transactions if it does not
follow reasonable procedures designed to verify the identity of the caller.
Fidelity will request personalized security codes or other information, and
may also record calls. You should verify the accuracy of your confirmation
statements immediately after you receive them. If you do not want the
ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center. 
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. Each fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of a fund. 
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following: 
(small solid bullet) All of your purchases must be made in U.S. dollars and
checks must be drawn on U.S. banks. 
(small solid bullet) Fidelity does not accept cash. 
(small solid bullet) When making a purchase with more than one check, each
check must have a value of at least $50. 
(small solid bullet) Each fund reserves the right to limit the number of
checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will be
cancelled and you could be liable for any losses or fees a fund or its
transfer agent has incurred. 
(small solid bullet) You begin to earn dividends as of the first business
day following the day of your purchase. 
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead. 
YOU MAY BUY OR SELL SHARES OF THE FUNDS THROUGH    AN INVESTMENT
PROFESSIONAL, INCLUDING     A BROKER, who may charge you a    transaction
fee f    or this service. If you invest through an    investment
professional, read your investment professional's program materials for any
additional service features or fees that may apply. Certain features of the
fund, such as the minimum initial or subsequent investment amounts, may be
modified.    
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
FDC may enter confirmed purchase orders on behalf of customers by phone,
with payment to follow no later than the time when a fund is priced on the
following business day. If payment is not received by that time, the
financial institution could be held liable for resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following:
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect a fund, it may take up to seven days to pay you. 
(small solid bullet) Shares will earn dividends through the date of
redemption; however, shares redeemed on a Friday or prior to a holiday will
continue to earn dividends until the next business day.
(small solid bullet) Fidelity Money Line redemptions generally will be
credited to your bank account on the second or third business day after
your phone call.
(small solid bullet) Each fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check or Fidelity Money Line
have been collected, which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.
(small solid bullet) If you sell shares by writing a check and the amount
of the check is greater than the value of your account, your check will be
returned to you and you may be subject to additional charges. 
THE REDEMPTION FEE for Spartan Arizona Municipal Income, if applicable,
will be deducted from the amount of your redemption. This fee is paid to
the fund rather than FMR, and it does not apply to shares that were
acquired through reinvestment of distributions. If shares you are redeeming
were not all held for the same length of time, those shares you held
longest will be redeemed first for purposes of determining whether the fee
applies.
THE FEES FOR INDIVIDUAL TRANSACTIONS are waived if your account balance at
the time of the transaction is $50,000 or more. Otherwise, you should note
the following: 
(small solid bullet) The $2.00 checkwriting charge will be deducted from
your account (Spartan Arizona Municipal Money Market only). 
(small solid bullet) The $5.00 exchange fee will be deducted from the
amount of your exchange.
(small solid bullet) The $5.00 wire fee will be deducted from the amount of
your wire. 
(small solid bullet) The $5.00 account closeout fee does not apply to
exchanges or wires, but it will apply to checkwriting. 
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of $12.00
from accounts with a value of less than $2,500, subject to an annual
maximum charge of $60.00 per shareholder. It is expected that accounts will
be valued on the second Friday in November of each year. Accounts opened
after September 30 will not be subject to the fee for that year. The fee,
which is payable to the transfer agent, is designed to offset in part the
relatively higher costs of servicing smaller accounts. The fee will not be
deducted from retirement accounts (except non-prototype retirement
accounts), accounts using regular investment plans, or if total assets in
Fidelity funds exceed $50,000. Eligibility for the $50,000 waiver is
determined by aggregating Fidelity mutual fund accounts maintained by FSC
or FBSI which are registered under the same social security number or which
list the same social security number for the custodian of a Uniform
Gifts/Transfers to Minors Act account.
IF YOUR ACCOUNT BALANCE FALLS BELOW $5,000 ($10,000 for Spartan Arizona
Municipal Money Market), you will be given 30 days' notice to reestablish
the minimum balance. If you do not increase your balance, Fidelity reserves
the right to close your account and send the proceeds to you. Your shares
will be redeemed at the NAV on the day your account is closed and the $5.00
account closeout fee will be charged. 
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services. 
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of a fund for
shares of other Fidelity funds. However, you should note the following:
(small solid bullet) The fund you are exchanging into must be registered
for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) If you exchange into a fund with a sales charge, you
pay the percentage-point difference between that fund's sales charge and
any sales charge you have previously paid in connection with the shares you
are exchanging. For example, if you had already paid a sales charge of 2%
on your shares and you exchange them into a fund with a 3% sales charge,
you would pay an additional 1% sales charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, each fund reserves the right to temporarily or
permanently terminate the exchange privilege of any investor who makes more
than four exchanges out of the fund per calendar year. Accounts under
common ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) Each fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if a fund
receives or anticipates simultaneous orders affecting significant portions
of the fund's assets. In particular, a pattern of exchanges that coincides
with a "market timing" strategy may be disruptive to a fund.
Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve the right to terminate or modify the exchange privilege
in the future. 
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
 
 
This prospectus is printed on recycled paper using soy-based inks.
   SPARTAN(Registered trademark) ARI    ZONA MUNICIPAL MONEY MARKET FUND
A FUND OF FIDELITY UNION STREET TRUST II
   SPARTAN(Registered trademark) ARIZON    A MUNICIPAL INCOME FUND
A FUND OF FIDELITY UNION STREET TRUST
STATEMENT OF ADDITIONAL INFORMATION
OCTOBER 18, 1996
This Statement is not a prospectus but should be read in conjunction with
the funds' current Prospectus (dated October 18, 1996). Please retain
th   is document for futu    re reference. The funds' financial statements
and financial highlights, included in the Annual Report for the fiscal year
ended August 31, 1996, are incorporated herein by reference. To obtain an
additional copy of the Prospectus or the Annual Report, please call
Fidelity Distributors Corporation at 1-800-544-8888.
TABLE OF CONTENTS                                PAGE   
 
                                                        
 
Investment Policies and Limitations                     
 
Special Considerations Affecting Arizona                
 
Special Considerations Affecting Puerto Rico            
 
Portfolio Transactions                                  
 
Valuation of Portfolio Securities                       
 
Performance                                             
 
Additional Purchase and Redemption Information          
 
Distributions and Taxes                                 
 
FMR                                                     
 
Trustees and Officers                                   
 
Management Contracts                                    
 
Distribution and Service Plans                          
 
Contracts with FMR Affiliates                           
 
Description of the Trusts                               
 
Financial Statements                                    
 
Appendix                                                
 
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISER
FMR Texas Inc. (FTX) (money market fund)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT 
UMB Bank, n.a. (UMB)
and Fidelity Service Co. (FSC)
SAZ-ptb-1096
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of a fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining
whether the investment complies with the fund's investment policies and
limitations.
A fund's fundamental investment policies and limitations cannot be changed
without approval by a "majority of the outstand   ing voting
se    curities" (as defined in the Investment Company Act of 1940) of the
fund. However, except for the fundamental investment limitations listed
below, the investment policies and limitations described in this Statement
of Additional Information are not fundamental and may be changed without
shareholder approval. 
INVESTMENT LIMITATIONS OF    SPARTAN ARIZONA MUNICIPAL MONEY     MARKET
FUND 
(MONEY MARKET FUND)
THE FOLLOWING ARE THE MONEY MARKET FUND'S FUNDAMENTAL INVESTMENT
LIMITATIONS SET FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(3) underwrite securities issued by others, except to the extent that the
fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(4) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in securities of companies whose
principal business activities are in the same industry;
(5) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments; or
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(8) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
   (i) In order to qualify as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended, the fund
currently intends to comply with certain diversification limits imposed by
Subchapter M.     
(ii) With respect to 75% of its total assets, the fund does not currently
intend to purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities,    or securities of other investment companies    ) if,
as a result, the fund would hold more than 10% of the outstanding voting
securities of that issuer.
(iii) The fund does not currently intend to sell securities short, unless
it owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(iv) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(v) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (2)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(vi) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued. 
(vii) The fund does not currently intend to purchase or sell futures
contracts or call options. This limitation does not apply to options
attached to, or acquired or traded together with, their underlying
securities, and does not apply to securities that incorporate features
similar to options or futures contracts.
(viii) The fund does not currently intend to engage in repurchase
agreements or make loans, but this limitation does not apply to purchases
of debt securities.
(ix) The fund does not currently intend to (a) purchase securities of other
investment companies, except in the open market where no commission except
the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply    (i) to securities received as dividends, through
offers of exchange, or as a result of a reorganization, consolidation, or
merger, or (ii) to securities of other open-end investment companies
managed by FMR or a successor or affiliate purchased pursuant to an
exemptive order granted by the SEC.
(x) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business    
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(xi) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.
(xii) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xiii) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
   For purposes of limitations (i), Subchapter M generally requires the
fund to invest no more than 25% of its total assets in securities of any
one issuer and to invest at least 50% of its total assets so that no more
than 5% of the fund's total assets are invested in securities of any one
issuer. However, Subchapter M allows unlimited investments in cash, cash
items, government securities (as defined in Subchapter M) and securities of
other investment companies. These tax requirements are generally applied at
the end of each quarter of the fund's taxable year.    
For purposes of limitations (4) and (i), FMR identifies the issuer of a
security depending on its terms and conditions. In identifying the issuer,
FMR will consider the entity or entities responsible for payment of
interest and repayment of principal and the source of such payments; the
way in which assets and revenues of an issuing political subdivision are
separated from those of other political entities; and whether a
governmental body is guaranteeing the security.
   For purposes of limitation (x), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-b    acked securities or investment companies, are not considered
"business enterprises."
For the money market fund's policies on quality and maturity, see the
section entitled "Quality and Maturity" on page .
INVESTMENT LI   MITATIONS OF SPARTAN ARIZONA MUNICIPAL INCOME FUND    
(   BOND     FUND)
THE FOLLOWING ARE THE BOND FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(3) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(4) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in securities of companies whose
principal business activities are in the same industry;
(5) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(8) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i)    In order to qualify as a "regulated investment company" under
subchapter M of the Internal Revenue Code of 1986, as amended, the fund
currently intends to comply with certain diversification limits imposed by
subchapter M.    
(ii) With respect to 75% of its total assets, the fund does not currently
intend to purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities   , or securities of other investment companies    ) if,
as a result, the fund would hold more than 10% of the outstanding voting
securities of that issuer.
(iii) The fund does not currently intend to sell securities short, unless
it owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short. 
(iv) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(v) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (2)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(vi) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(vii) The fund does not currently intend to engage in repurchase agreements
or make loans, but this limitation does not apply to purchases of debt
securities.
(viii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply    (i) to securities received as dividends, through
offers of exchange, or as a result of a reorganization, consolidation, or
merger, or (ii) to securities of other open-end investment companies
managed by FMR or a successor or affiliate purchased pursuant to an
exemptive order granted by the SEC.
(ix) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business    
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(x) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.
(xi) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xii) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objectives, policies, and
limitations as the fund.
   For purposes of limitations (i), Subchapter M generally requires the
fund to invest no more than 25% of its total assets in securities of any
one issuer and to invest at least 50% of its total assets so that no more
than 5% of the fund's total assets are invested in securities of any one
issuer. However, Subchapter M allows unlimited investments in cash, cash
items, government securities (as defined in Subchapter M) and securities of
other investment companies. These tax requirements are generally applied at
the end of each quarter of the fund's taxable year.    
For purposes of limitations (4) and (i), FMR identifies the issuer of a
security depending on its terms and conditions. In identifying the issuer,
FMR will consider the entity or entities responsible for payment of
interest and repayment of principal and the source of such payments; the
way in which assets and revenues of an issuing political subdivision are
separated from those of other political entities; and whether a
governmental body is guaranteeing the security.
   For purposes of limitation (ix), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-b    acked securities or investment companies, are not considered
"business enterprises."
For the bond fund's limitations on futures and options transactions, see
the section entitled "Limitations on Futures and Options Tr   ansactions"
on page .
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related risks.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that doing so will help the fund achieve its goal.    
AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be, "affiliated
persons" of the fund under the Investment Company Act of 1940. These
transactions may include repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50 largest
U.S. banks (measured by deposits); municipal securities; U.S. government
securities with affiliated financial institutions that are primary dealers
in these securities; short-term currency transactions; and short-term
borrowings. In accordance with exemptive orders issued by the Securities
and Exchange Commission (SEC), the Board of Trustees has established and
periodically reviews procedures applicable to transactions involving
affiliated financial institutions.
DELAYED-DELIVERY TRANSACTIONS. Each fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by a fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking place after
the customary settlement period for that type of security. Typically, no
interest accrues to the purchaser until the security is delivered. The bond
fund may receive fees for entering into delayed-delivery transactions.
When purchasing securities on a delayed-delivery basis, each fund assumes
the rights and risks of ownership, including the risk of price and yield
fluctuations. Because a fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
the fund's other investments. If a fund remains substantially fully
invested at a time when delayed-delivery purchases are outstanding, the
delayed-delivery purchases may result in a form of leverage. When
delayed-delivery purchases are outstanding, the fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When a fund has sold a security on a delayed-delivery
basis, the fund does not participate in further gains or losses with
respect to the security. If the other party to a delayed-delivery
transaction fails to deliver or pay for the securities, the fund could miss
a favorable price or yield opportunity, or could suffer a loss.
Each fund may renegotiate delayed-delivery transactions after they are
entered into, and may sell underlying securities before they are delivered,
which may result in capital gains or losses. 
FEDERALLY TAXABLE OBLIGATIONS. Under normal conditions, the funds do not
intend to invest in securities whose interest is federally taxable.
However, from time to time on a temporary basis, each fund may invest a
portion of its assets in fixed-income obligations whose interest is subject
to federal income tax. 
Should a fund invest in federally taxable obligations, it would purchase
securities that in FMR's judgment are of high quality. These would include
obligations issued or guaranteed by the U.S. government or its agencies or
instrumentalities; obligations of domestic banks; and repurchase
agreements. The    bond     fund's standards for high-quality, taxable
obligations are essentially the same as those described by Moody's
Investors Service (Moody's) in rating corporate obligations within its two
highest ratings of Prime-1 and Prime-2, and those described by Standard &
Poor's (S&P) in rating corporate obligations within its two highest ratings
of A-1 and A-2. The    money market     fund will purchase taxable
obligations only if they meet its quality requirements.
Proposals to restrict or eliminate the federal income tax exemption for
interest on municipal obligations are introduced before Congress from time
to time. Proposals also may be introduced before the Arizona legislature
that would affect the state tax treatment of the funds' distributions. If
such proposals were enacted, the availability of municipal obligations and
the value of the funds' holdings would be affected and the Trustees would
reevaluate the funds' investment objectives and policies. 
FUTURES AND OPTIONS. The following sections pertain to futures and options:
Asset Coverage for Futures and Options Positions, Combined Positions,
Correlation of Price Changes, Futures Contracts, Futures Margin Payments,
Limitations on Futures and Options Transactions, Liquidity of Options and
Futures Contracts, OTC Options, Purchasing Put and Call Options, and
Writing Put and Call Options.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS.    A     fund will comply
with guidelines established by the Securities and Exchange Commission with
respect to coverage of options and futures strategies by mutual funds, and
if the guidelines so require will set aside appropriate liquid assets in a
segregated custodial account in the amount prescribed. Securities held in a
segregated account cannot be sold while the futures or option strategy is
outstanding, unless they are replaced with other suitable assets. As a
result, there is a possibility that segregation of a large percentage of a
fund's assets could impede portfolio management or the fund's ability to
meet redemption requests or other current obligations.
COMBINED POSITIONS. A fund may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to
adjust the risk and return characteristics of the overall position. For
example, a fund may purchase a put option and write a call option on the
same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at
one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open
and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match a fund's current or
anticipated investments exactly. The funds may invest in options and
futures contracts based on securities with different issuers, maturities,
or other characteristics from the securities in which they typically
invest, which involves a risk that the options or futures position will not
track the performance of a fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. A fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in a fund's options or futures positions are poorly correlated with
its other investments, the positions may fail to produce anticipated gains
or result in losses that are not offset by gains in other investments.
FUTURES CONTRACTS. When a fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
a fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when the fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Bond Buyer Municipal Bond Index. Futures can
be held until their delivery dates, or can be closed out before then if a
liquid secondary market is available.
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase a fund's exposure to positive and negative
price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When a fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of a fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of a fund, the fund may be
entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The bond fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets. The fund intends to comply with Rule 4.5 under the
Commodity Exchange Act, which limits the extent to which the fund can
commit assets to initial margin deposits and option premiums.
In addition, the    bond     fund will not: (a) sell futures contracts,
purchase put options, or write call options if, as a result, more than 25%
of the fund's total assets would be hedged with futures and options under
normal conditions; (b) purchase futures contracts or write put options if,
as a result, the fund's total obligations upon settlement or exercise of
purchased futures contracts and written put options would exceed 25% of its
total assets; or (c) purchase call options if, as a result, the current
value of option premiums for call options purchased by the fund would
exceed 5% of the fund's total assets. These limitations do not apply to
options attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
The above limitations on the fund's investments in futures contracts and
options, and the fund's policies regarding futures contracts and options
discussed elsewhere in this Statement of Additional Information, may be
changed as regulatory agencies permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures contract
at any particular time. Options may have relatively low trading volume and
liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for a fund to
enter into new positions or close out existing positions. If the secondary
market for a contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable positions,
and potentially could require a fund to continue to hold a position until
delivery or expiration regardless of changes in its value. As a result, a
fund's access to other assets held to cover its options or futures
positions could also be impaired.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter (OTC) options (options not
traded on exchanges) generally are established through negotiation with the
other party to the option contract. While this type of arrangement allows a
fund greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, a fund obtains
the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option. If the option is allowed to expire,
the fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. A fund may also terminate a put option position by closing it out in
the secondary market at its current price, if a liquid secondary market
exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When a fund writes a put option, it takes the
opposite side of the transaction from the option's purchaser. In return for
receipt of the premium, the fund assumes the obligation to pay the strike
price for the option's underlying instrument if the other party to the
option chooses to exercise it. When writing an option on a futures
contract, the fund will be required to make margin payments to an FCM as
described above for futures contracts. A fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates a fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of a fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of a fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment).
For the money market fund, FMR may determine some restricted securities and
municipal lease obligations to be illiquid.
For the bond fund, investments currently considered to be illiquid include
over-the-counter options. Also, FMR may determine some restricted
securities and municipal lease obligations to be illiquid. However, with
respect to over-the-counter options a fund writes, all or a portion of the
value of the underlying instrument may be illiquid depending on the assets
held to cover the option and the nature and terms of any agreement the fund
may have to close out the option before expiration.
In the absence of market quotations, illiquid investments for the money
market fund are valued for purposes of monitoring amortized cost valuation,
and for the bond fund are priced at fair value as determined in good faith
by a committee appointed by the Board of Trustees. If through a change in
values, net assets, or other circumstances, a fund were in a position where
more than 10% of its net assets was invested in illiquid securities, it
would seek to take appropriate steps to protect liquidity.
INDEXED SECURITIES. A fund may purchase securities whose prices are indexed
to the prices of other securities, securities indices, or other financial
indicators. Indexed securities typically, but not always, are debt
securities or deposits whose value at maturity or coupon rate is determined
by reference to a specific instrument or statistic. Indexed securities may
have principal payments as well as coupon payments that depend on the
performance of one or more interest rates. Their coupon rates or principal
payments may change by several percentage points for every 1% interest rate
change. One example of indexed securities is inverse floaters.
The performance of indexed securities depends to a great extent on the
performance of the security or other instrument to which they are indexed,
and may also be influenced by interest rate changes. At the same time,
indexed securities are subject to the credit risks associated with the
issuer of the security, and their values may decline substantially if the
issuer's creditworthiness deteriorates. Indexed securities may be more
volatile than the underlying instruments.
   INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive order
issued by the SEC, each fund has received permission to lend money to, and
borrow money from, other funds advised by FMR or its affiliates, but each
fund currently intends to participate in this program only     as a
borrower. Interfund borrowings normally extend overnight, but can have a
maximum duration of seven days. A fund will borrow through the program only
when the costs are equal to or lower than the costs of bank loans. Loans
may be called on one day's notice, and a fund may have to borrow from a
bank at a higher interest rate if an interfund loan is called or not
renewed. 
INVERSE FLOATERS have variable interest rates that typically move in the
opposite direction from prevailing short-term interest rate levels - rising
when prevailing short-term interest rates fall, and vice versa. This
interest rate feature can make the prices of inverse floaters considerably
more volatile than bonds with comparable maturities.
LOWER-QUALITY MUNICIPAL SECURITIES. The bond fund may invest a portion of
its assets in lower-quality municipal securities as described in the
Prospectus.
While the market for Arizona municipals is considered to be adequate,
adverse publicity and changing investor perceptions may affect the ability
of outside pricing services used by a fund to value its portfolio
securities, and the fund's ability to dispose of lower-quality bonds. The
outside pricing services are monitored by FMR and reported to the Board to
determine whether the services are furnishing prices that accurately
reflect fair value. The impact of changing investor perceptions may be
especially pronounced in markets where municipal securities are thinly
traded.
Each fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise exercise its rights as a security holder to
seek to protect the interests of security holders if it determines this to
be in the best interest of the fund's shareholders.
MARKET DISRUPTION RISK. The value of municipal securities may be affected
by uncertainties in the municipal market related to legislation or
litigation involving the taxation of municipal securities or the rights of
municipal securities holders in the event of a bankruptcy. Municipal
bankruptcies are relatively rare, and certain provisions of the U.S.
Bankruptcy Code governing such bankruptcies are unclear and remain
untested. Further, the application of state law to municipal issuers could
produce varying results among the states or among municipal securities
issuers within a state. These legal uncertainties could affect the
municipal securities market generally, certain specific segments of the
market, or the relative credit quality of particular securities. Any of
these effects could have a significant impact on the prices of some or all
of the municipal securities held by a fund, making it more difficult for
the money market fund to maintain a stable net asset value per share.
MONEY MARKET SECURITIES are high-quality, short-term obligations. Some
money market securities employ a trust or other similar structure to modify
the maturity, price characteristics, or quality of financial assets. For
example, put features can be used to modify the maturity of a security or
interest rate adjustment features can be used to enhance price stability.
If the structure does not perform as intended, adverse tax or investment
consequences may result. Neither the Internal Revenue Service (IRS) nor any
other regulatory authority has ruled definitively on certain legal issues
presented by structured securities. Future tax or other regulatory
determinations could adversely affect the value, liquidity, or tax
treatment of the income received from these securities or the nature and
timing of distributions made by the funds. 
MUNICIPAL SECTORS:
ELECTRIC UTILITIES. The electric utilities industry has been experiencing,
and will continue to experience, increased competitive pressures. Federal
legislation in the last two years will open transmission access to any
electricity supplier, although it is not presently known to what extent
competition will evolve. Other risks include: (a) the availability and cost
of fuel, (b) the availability and cost of capital, (c) the effects of
conservation on energy demand, (d) the effects of rapidly changing
environmental, safety, and licensing requirements, and other federal,
state, and local regulations, (e) timely and sufficient rate increases, and
(f) opposition to nuclear power.
HOUSING. Housing revenue bonds are generally issued by a state, county,
city, local housing authority, or other public agency. They generally are
secured by the revenues derived from mortgages purchased with the proceeds
of the bond issue. It is extremely difficult to predict the supply of
available mortgages to be purchased with the proceeds of an issue or the
future cash flow from the underlying mortgages. Consequently, there are
risks that proceeds will exceed supply, resulting in early retirement of
bonds, or that homeowner repayments will create an irregular cash flow.
Many factors may affect the financing of multi-family housing projects,
including acceptable completion of construction, proper management,
occupancy and rent levels, economic conditions, and changes to current laws
and regulations.
EDUCATION. In general, there are two types of education-related bonds;
those issued to finance projects for public and private colleges and
universities, and those representing pooled interests in student loans.
Bonds issued to supply educational institutions with funds are subject to
the risk of unanticipated revenue decline, primarily the result of
decreasing student enrollment or decreasing state and federal funding.
Among the factors that may lead to declining or insufficient revenues are
restrictions on students' ability to pay tuition, availability of state and
federal funding, and general economic conditions. Student loan revenue
bonds are generally offered by state (or substate) authorities or
commissions and are backed by pools of student loans. Underlying student
loans may be guaranteed by state guarantee agencies and may be subject to
reimbursement by the United States Department of Education through its
guaranteed student loan program. Others may be private, uninsured loans
made to parents or students which are supported by reserves or other forms
of credit enhancement. Recoveries of principal due to loan defaults may be
applied to redemption of bonds or may be used to re-lend, depending on
program latitude and demand for loans. Cash flows supporting student loan
revenue bonds are impacted by numerous factors, including the rate of
student loan defaults, seasoning of the loan portfolio, and student
repayment deferral periods of forbearance. Other risks associated with
student loan revenue bonds include potential changes in federal legislation
regarding student loan revenue bonds, state guarantee agency reimbursement
and continued federal interest and other program subsidies currently in
effect.
MUNICIPAL LEASES and participation interests therein may take the form of a
lease, an installment purchase, or a conditional sale contract and are
issued by state and local governments and authorities to acquire land or a
wide variety of equipment and facilities. Generally, the funds will not
hold such obligations directly as a lessor of the property, but will
purchase a participation interest in a municipal obligation from a bank or
other third party. A participation interest gives a fund a specified,
undivided interest in the obligation in proportion to its purchased
interest in the total amount of the obligation.
Municipal leases frequently have risks distinct from those associated with
general obligation or revenue bonds. State constitutions and statutes set
forth requirements that states or municipalities must meet to incur debt.
These may include voter referenda, interest rate limits, or public sale
requirements. Leases, installment purchases, or conditional sale contracts
(which normally provide for title to the leased asset to pass to the
governmental issuer) have evolved as a means for governmental issuers to
acquire property and equipment without meeting their constitutional and
statutory requirements for the issuance of debt. Many leases and contracts
include "non-appropriation clauses" providing that the governmental issuer
has no obligation to make future payments under the lease or contract
unless money is appropriated for such purposes by the appropriate
legislative body on a yearly or other periodic basis. Non-appropriation
clauses free the issuer from debt issuance limitations. 
PUT FEATURES entitle the holder to sell a security back to the issuer or a
third party at any time or at specified intervals. They are subject to the
risk that the put provider is unable to honor the put feature (purchase the
security). Put providers often support their ability to buy securities on
demand by obtaining letters of credit or other guarantees from other
entities. Demand features, standby commitments, and tender options are
types of put features.
QUALITY AND MATURITY (MONEY MARKET FUND ONLY). Pursuant to procedures
adopted by the Board of Trustees, the fund may purchase only high-quality
securities that FMR believes present minimal credit risks. To be considered
high-quality, a security must be rated in accordance with applicable rules
in one of the two highest categories for short-term securities by at least
two nationally recognized rating services (or by one, if only one rating
service has rated the security); or, if unrated, judged to be of equivalent
quality by FMR.
High-quality securities are divided into "first tier" and "second tier"
securities. First tier securities are those deemed to be in the highest
rating category (e.g., Standard & Poor's A-1 or SP-1), and second tier
securities are those deemed to be in the second highest rating category
(e.g., Standard & Poor's A-2 or SP-2).
The fund currently intends to limit its investments to securities with
remaining maturities of 397 days or less, and to maintain a dollar-weighted
average maturity of 90 days or less. When determining the maturity of a
security, the fund may look to an interest rate reset or demand feature.
REFUNDING CONTRACTS. A fund may purchase securities on a when-issued basis
in connection with the refinancing of an issuer's outstanding indebtedness.
Refunding contracts require the issuer to sell and the fund to buy refunded
municipal obligations at a stated price and yield on a settlement date that
may be several months or several years in the future. A fund generally will
not be obligated to pay the full purchase price if it fails to perform
under a refunding contract. Instead, refunding contracts generally provide
for payment of liquidated damages to the issuer (currently 15-20% of the
purchase price). A fund may secure its obligations under a refunding
contract by depositing collateral or a letter of credit equal to the
liquidated damages provisions of the refunding contract. When required by
SEC guidelines, a fund will place liquid assets in a segregated custodial
account equal in amount to its obligations under refunding contracts.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is unrelated to
the coupon rate or maturity of the purchased security. To protect the fund
from the risk that the original seller will not fulfill its obligation, the
securities are held in an account of the fund at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus the
accrued incremental amount. While it does not presently appear possible to
eliminate all risks from these transactions (particularly the possibility
that the value of the underlying security will be less than the resale
price, as well as delays and costs to a fund in connection with bankruptcy
proceedings), it is each fund's current policy to engage in repurchase
agreement transactions with parties whose creditworthiness has been
reviewed and found satisfactory by FMR.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, a fund may be obligated to pay all or part of the
registration expense and a considerable period may elapse between the time
it decides to seek registration and the time it may be permitted to sell a
security under an effective registration statement. If, during such a
period, adverse market conditions were to develop, a fund might obtain a
less favorable price than prevailed when it decided to seek registration of
the security. However, in general, the money market fund anticipates
holding restricted securities to maturity or selling them in an exempt
transaction.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement. A
fund will enter into reverse repurchase agreements only with parties whose
creditworthiness has been found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of the fund's assets and may be
viewed as a form of leverage.
SOURCES OF CREDIT OR LIQUIDITY SUPPORT. FMR may rely on its evaluation of
the credit of a bank or another entity in determining whether to purchase a
security supported by a letter of credit guarantee, insurance or other
source of credit or liquidity.    In evaluating the credit of a foreign
bank or other foreign entities, FMR will consider whether adequate public
information about the entity is available and whether the entity may be
subject to unfavorable political or economic developments, currency
controls, or other government restrictions that might affect its ability to
honor its commitment.    
STANDBY COMMITMENTS are puts that entitle holders to same-day settlement at
an exercise price equal to the amortized cost of the underlying security
plus accrued interest, if any, at the time of exercise. Each fund may
acquire standby commitments to enhance the liquidity of portfolio
securities. 
Ordinarily a fund will not transfer a standby commitment to a third party,
although it could sell the underlying municipal security to a third party
at any time. A fund may purchase standby commitments separate from or in
conjunction with the purchase of securities subject to such commitments. In
the latter case, the fund would pay a higher price for the securities
acquired, thus reducing their yield to maturity.
Issuers or financial intermediaries may obtain letters of credit or other
guarantees to support their ability to buy securities on demand. FMR may
rely upon its evaluation of a bank's credit in determining whether to
support an instrument supported by a letter of credit. In evaluating a
foreign bank's credit, FMR will consider whether adequate public
information about the bank is available and whether the bank may be subject
to unfavorable political or economic developments, currency controls, or
other governmental restrictions that might affect the bank's ability to
honor its credit commitment.
Standby commitments are subject to certain risks, including the ability of
issuers of standby commitments to pay for securities at the time the
commitments are exercised; the fact that standby commitments are not
marketable by the funds; and the possibility that the maturities of the
underlying securities may be different from those of the commitments. 
TENDER OPTION BONDS are created by coupling an intermediate- or long-term,
fixed-rate, tax-exempt bond (generally held pursuant to a custodial
arrangement) with a tender agreement that gives the holder the option to
tender the bond at its face value. As consideration for providing the
tender option, the sponsor (usually a bank, broker-dealer, or other
financial institution) receives periodic fees equal to the difference
between the bond's fixed coupon rate and the rate (determined by a
remarketing or similar agent) that would cause the bond, coupled with the
tender option, to trade at par on the date of such determination. After
payment of the tender option fee, a fund effectively holds a demand
obligation that bears interest at the prevailing short-term tax-exempt
rate. In selecting tender option bonds for the funds, FMR will consider the
creditworthiness of the issuer of the underlying bond, the custodian, and
the third party provider of the tender option. In certain instances, a
sponsor may terminate a tender option if, for example, the issuer of the
underlying bond defaults on interest payments.
VARIABLE AND FLOATING RATE SECURITIES provide for periodic adjustments of
the interest rate paid on the security. Variable rate securities provide
for a specified periodic adjustment in the interest rate, while floating
rate securities have interest rates that change whenever there is a change
in a designated benchmark rate. Some variable or floating rate securities
have put features.
ZERO COUPON BONDS do not make regular interest payments. Instead, they are
sold at a deep discount from their face value and are redeemed at face
value when they mature. Because zero coupon bonds do not pay current
income, their prices can be very volatile when interest rates change. In
calculating its daily dividend, a fund takes into account as income a
portion of the difference between a zero coupon bond's purchase price and
its face value.
SPECIAL CONSIDERATIONS AFFECTING ARIZONA
Certain Arizona constitutional amendments, legislative measures, executive
orders, administrative regulations, and voter initiatives, as discussed
below, could adversely affect the market values and marketability of, or
result in default of, existing obligations, including obligations that may
be held by the funds. Obligations of the state or local governments may
also be affected by budgetary pressures affecting the State and economic
conditions in the State. The following highlights only some of the more
significant financial trends, and is based on information drawn from
official statements and prospectuses relating to securities offerings of or
on behalf of the State of Arizona, its agencies, instrumentalities and
political subdivisions, and other publicly available documents, as
available on the date of this Statement of Additional Information. FMR has
not independently verified any of the information contained in such
official statements and other publicly available documents, but is not
aware of any fact which would render such information inaccurate.
CONSTITUTIONAL LIMITATIONS ON TAXES, EXPENDITURES AND REVENUE INCREASES
LIMITATIONS ON TAXES. Certain obligations held by the funds may be
obligations of issuers that rely in whole or in part, directly or
indirectly, on ad valorem property taxes as a source of revenue. The taxing
powers of Arizona local governments and districts are limited by Arizona
Law. Arizona's property tax system was substantially revised by 1980
amendments to the Arizona Constitution and implementing legislation. There
are two separate tax systems: a Primary system for taxes levied to pay
current operation and maintenance expenses; and a Secondary system for
taxes levied to pay principal and interest on bonded indebtedness, special
district assessments and tax overrides. There are specific provisions under
each system governing property value, the basis of assessment and maximum
annual tax levies.
Under the Primary system, property value is the basis for determining
primary property taxes of locally assessed real property and may increase
by more than 10% per year only under certain circumstances. Under the
Secondary system, there is no limitation on annual increases in full cash
value of any property.
Under the Primary system, annual tax levies are limited based on the nature
of the property being taxed, and the nature of the taxing authority. Taxes
levied for Primary purposes on residential property only are limited to 1%
of the full cash value of such property. In addition, taxes levied for
Primary purposes on all types of property by counties, cities, towns and
community college districts are limited to a maximum increase of 2% over
the prior year's levy, plus any amount directly attributable to new
construction and annexation and involuntary tort judgments. The 2%
limitation does not apply to taxes levied for Primary purposes on behalf of
local school districts. Annual tax levies for bonded indebtedness and
special district assessments are unlimited under the secondary system.
EXPENDITURES LIMITS. Provisions of the Arizona Constitution and Arizona
legislation limit increases in annual expenditures by counties, cities and
towns and community college districts and school districts to an amount
determined by the Arizona Economic Estimates Commission. This limitation is
based on the entity's actual expenditures for fiscal year 1979-80, with
this base adjusted annually to reflect changes in population, cost of
living, and boundaries.
LIMITATIONS ON REVENUE INCREASES. In November of 1992 an amendment to the
Constitution of Arizona was approved by the voters and signed by the
Governor. The amendment states that any legislation that provides for a net
increase in State revenues will be effective only on the affirmative vote
of two-thirds of the members of each house of the State Legislature, and
Gubernatorial approval. If the Governor vetoes the measure, then the
legislation shall not become effective unless the legislation is approved
by an affirmative vote of three-fourths of the members of each house. The
constitutional amendment does not apply to the effects of inflation,
increasing assessed valuation or any other similar effect that increases
State revenue but which is not caused by an affirmative act of the
Legislature. 
The enacted fiscal year 1993-94, 1994-95, and 1995-1996 budgets did not
provide for any increases in State revenues that required an approval from
two-thirds of the State Legislature.
OBLIGATIONS OF THE STATE OF ARIZONA
Under the Arizona Constitution, the State's power to contract debt is
limited to an amount of not more than $350,000 to supply casual deficits or
failures in revenues or to meet expenses not otherwise provided for. In
addition to that authority, the State may borrow money to repel invasion,
suppress insurrection, or defend the State in time of war.
Certain State agencies and instrumentalities may issue debt secured by
limited special revenue sources. Additionally, obligations such as
lease-purchase agreements and Certificates of Participation that are
subject to annual appropriation are not debt within the meaning of
Arizona's constitutional and statutory limitations. As of June 30, 1994,
various State agencies, boards, departments and instrumentalities
(including the Department of Transportation and State educational
institutions) had approximately $2.25 billion of bonded indebtedness.
Certificates of Participation of State agencies and instrumentalities
outstanding at December 31, 1994 totalled approximately $486.2 million.
ECONOMY
Arizona has been, and is projected to continue to be, one of the fastest
growing areas in the United States. Over the last several decades the State
has outpaced most other states in virtually every major category of growth,
including population, personal income, gross state product, and job
creation. From 1981 to 1992, the State's population grew 31.13% and is
currently estimated to be 4 million.
Geographically, Arizona is the nation's sixth largest state. The State is
divided into fifteen counties. Two of these counties, Maricopa County
(including Phoenix) and Pima County (including Tucson), are more urban in
nature and account for approximately 76% of total population and 82% of
total wage and salary employment in Arizona. Significant job growth has
occurred in the areas of aerospace and high technology, construction,
finance, insurance, and real estate. Major employers include Motorola,
Allied Signal, and the State.
RECENT STATE FINANCIAL RESULTS
REVENUES AND EXPENDITURES - FISCAL YEAR 1994. For the fiscal year ended
June 30, 1994, general fund revenues increased by 7.6% and the State
enjoyed a general fund balance of approximately $229.2 million at year end.
General fund expenditures for that period were $4.07 billion, up from $3.77
billion in the prior fiscal year.
1994-1995 BUDGET. As of April 1995, the State's general fund revenues for
fiscal year 1995 were projected to be $4.40 billion (up 8% from the prior
year). Total general fund expenditures for that period were projected at
$4.47 billion resulting in a projected fund balance of approximately $163
million.
1995-1996 AND 1996-1997 BUDGET. For the first time this year most budget
units were appropriated funds on a biennial basis. The projected revenues
upon which the general fund budgets for such periods were based assume
continuing but moderating growth in the economy in fiscal year 1996 and
slowing growth in fiscal year 1997, but also reflect certain legislative
revenue reductions, including income tax reform, which are expected to
result in approximately a $202.7 million revenue reduction in the current
fiscal year (increasing to a $238.6 million reduction in fiscal year 1997)
as well as $84.2 million in reductions for the current period resulting
from legislation passed in prior years. Total projected revenues therefore
reflect a net 1% reduction for fiscal year 1996 and a resulting projected
reduction in the general fund ending balance to $1.93 million. This fiscal
year 1997 budget reflects a net increase in projected revenues of 2.8%.
"RAINY DAY FUND." In 1990 the Legislature enacted a formula-based Budget
Stabilization Fund into which deposits are required to be made during years
of "above-trend" economic growth, for use in "below-trend" periods. A
deposit to the Fund was first called for in fiscal year 1994, in the amount
of $42.0 million. In fiscal year 1995 the ending balance in the Fund was
expected to be $220.0 million, and the Legislature revised the formula in
connection with enacting the current fiscal year budget to reduce the
maximum balance required to be maintained in such Fund to 5% of general
fund revenues at the conclusion of a given fiscal year. This would have the
effect of returning to the general fund an estimated $5.7 million as of
June 30, 1995 and another $14.1 million (based on the adopted budget) as of
June 30, 1996.
OTHER CHANGES IN BUDGET POLICY. As of the end of fiscal 1995, the
Legislature decided to end the use of the "Midnight Reversion" accounting
technique, pursuant to which certain unspent general fund appropriations
had been treated as reverting to the general fund ending balance even
though such moneys were available for expenditures immediately in the new
fiscal year. This change conforms to Generally Accepted Accounting
Principles (GAAP) and ending the practice cost the general fund $27.4
million in Fiscal Year 1995.
CERTAIN LITIGATION. Based on a 1993 U.S. Supreme Court ruling, the State
has determined to issue refunds, including statutory interest, of State
income taxes previously collected on Federal retirees' pensions. The cost
of this program (expected to be approximately $159.4 million) will be
spread over a five year period ending in fiscal year 1998.
OBLIGATIONS OF OTHER ISSUERS
ASSESSMENT BONDS. Municipal obligations which are assessment bonds or
community facilities district bonds may be adversely affected by a general
decline in real estate values or a slowdown in real estate sales activity.
In many cases, such bonds are secured by land which is undeveloped at the
time of issuance but anticipated to be developed within a few years after
issuance. In the event of such reduction or slowdown, such development may
not occur or may be delayed, thereby increasing the risk of a default on
the bonds. The lien on the property is the only security for such bonds. 
LEASE-PURCHASE OBLIGATIONS. Certain Arizona lease-purchase obligations,
though payable from the general fund of the State or municipality, are
subject to annual appropriation by the applicable governing body in amounts
sufficient to pay the lease. Nonappropriation is legally not a default and
there may be no adequate remedies available to the holders of the
certificates evidencing the lease obligation in the event nonappropriation
occurs. 
OTHER CONSIDERATIONS. The repayment of mortgage revenue bonds or other
obligations secured by real property may be affected by laws limiting
creditors' rights and subject to the exercise of judicial discretion.
Health care and hospital securities may be affected by changes in State
regulations governing cost reimbursements to health care providers under
AHCCCS (the State's indigent health care program).
In recent years many cities, towns and counties have experienced declines
or slowing growth in the Secondary assessed valuation, causing a reduction
or slower growth in property tax receipts and putting pressure on local
budgets and capital improvement projects supported by such receipts.
Municipalities are responding to these developments by a variety of methods
including increasing the Secondary property tax rate, deferring property
tax-supported bond projects, and using other revenue sources to fund
projects.
Legislation has been or may be introduced which would modify existing taxes
or other revenue-raising measures. It is not presently possible to predict
the extent to which any such legislation will be enacted, or if enacted,
how it would affect Arizona municipal obligations. 
SPECIAL CONSIDERATIONS AFFECTING PUERTO RICO
   The following highlights some of the more significant financial trends
and problems affecting the Commonwealth of Puerto Rico (the Commonwealth or
Puerto Rico) and is based on information drawn from official statements and
prospectuses relating to the securities offerings     of Puerto Rico, its
agencies and instrumentalities, available as of the date of this SAI. FMR
has not independently verified any of the information contained in such
official statements, prospectuses, and other publicly available documents,
but it is not aware of any fact which would render such information
materially inaccurate. 
   The economy of Puerto Rico is closely integrated with that of the United
States. In fiscal 1994, trade with the United States accounted for
approximately 87% of Puerto Rico's exports and approximately 67% of its
imports. In this regard, Puerto Rico experienced a $4.3 billion positive
adjusted merchandise trade balance in fiscal 1994.
Since fiscal 1985, personal income, both aggregate and per capita, have
increased consistently each fiscal year. In fiscal 1994, aggregate personal
income was $25.7 billion and personal income per capita was $7,047. Gross
domestic product in fiscal year 1991, 1992, 1993, 1994, and 1995 was $22.8
billion, $23.7 billion, $25.2 billion, $26.6 billion, and $28.3 billion,
respectively. For fiscal 1996, an increase in gross product of 2.7% over
fiscal 1995 is forecasted. However, actual growth in the Puerto Rico
economy will depend on several factors, including the state of the U.S.
economy, the exchange rate for the U.S. dollar, increases in exports and
visitors to the Commonwealth, the price stability of oil imports, the level
of federal transfers, and the cost of borrowing. Due to uncertainties with
respect to these factors, there is no assurance that the econom    y of
Puerto Rico will continue to grow.
   Puerto Rico's economy continued to expand throughout the five year
period from fiscal 1990 through fiscal 1994. While trends in the Puerto
Rico economy generally follow those of the United States, Puerto Rico did
not experience a recession in 1991. This was primarily because of low oil
prices, low interest rates, and Puerto Rico's strong manufacturing base,
which has a large component of non-cyclical industries. Other factors in
the continued expansion included Commonwealth-sponsored economic
development programs, stable prices of oil imports, low exchange rates for
the U.S. dollar, the level of federal transfers, and the relatively low
cost of borrowing funds during that period.
Puerto Rico has made marked improvements in fighting unemployment.
Nonetheless, although unemployment is at relatively low historical levels
for the Commonwealth, it remains above the U.S. average. The unemployment
rate declined from 16.0% to 13.8% from fiscal 1994 to fiscal 1995. As of
October 1995, the unemployment rate stood at 15.0%. Despite this relative
downturn, there is a possibility that the unemployment rate will increase
if there are changes in factors that directly impact the economy of Puerto
Rico.
The economy of Puerto Rico has undergone a transformation in the later half
of this century from one centered around agriculture to one dominated by
the manufacturing and service industries. Manufacturing is the cornerstone
of Puerto Rico's economy and accounted for $16.3 billion or 41.5% of gross
domestic product in fiscal 1994. However, manufacturing has experienced a
basic change over the years as a result of the influx of higher wage, high
technology industries such as pharmaceuticals, electronics, computers,
microprocessors, scientific instruments, and high technology machinery. The
service sector, which includes wholesale and retail trade, finance and real
estate, ranks second in its contribution to gross domestic product and is
the economic sector that employs the greatest number of people. In fiscal
1994, the service sector generated $15 billion in gross domestic product
and employed over 478,000 people. The government sector of the Commonwealth
also plays an important role in the economy of the island. In fiscal 1994,
the government accounted for $4.1 billion of Puerto Rico's gross domestic
product and provided 22.2% of total employment. Tourism also contributed
significantly to the island economy and total visitor expenditures amounted
to $1.8 billion in fiscal 1995.    
Much of the development of the manufacturing sector of the economy of
Puerto Rico is attributable to federal and Commonwealth tax incentives,
most notably section 936 of the Internal Revenue Code of 1986, as amended
(Section 936), and the Commonwealth's Industrial Incentives Program.
Section 936 currently grants U.S. corporations that meet certain criteria
and elect its application a credit (the Section 936 credit) against their
U.S. corporate income tax on the portion of the tax attributable to (i)
income derived from the active conduct of a trade or business in Puerto
Rico (active business income) or from the sale or exchange of substantially
all of the assets used in the active conduct of such trade or business and
(ii) qualified possession source investment income. The Industrial
Incentives Program, through the 1987 Industrial Incentives Act, grants
corporations engaged in certain qualified activities a fixed 90% exemption
from Commonwealth income and property taxes and a 60% exemption from
municipal license taxes.
   Pursuant to amendments to the Internal Revenue Code (the Code) for
taxable years commencing after 1993, two alternative limitations apply to
the Section 936 credit against active business income and sale of assets
income, as previously described. The first option limits the credit against
such income to 40% of the credit allowable previous to the amendments of
1993, with a five-year phase-in period starting at 60% of the current
allowable credit (the Percentage Limitation). The second option limits the
allowable credit to the sum of (i) 60% of qualified compensation paid to
employees (as defined in the Code), (ii) a specified percentage of
depreciation deductions, and (iii) a portion of the Puerto Rico income
taxes paid by the Section 936 corporation, up to a 9% effective tax rate
(the Economic Activity Limitation).
On November 17, 1995, the U.S. Congress adopted, as part of its larger
federal income tax legislative package, a ten-year phase-out of the current
Section 936 credit for companies that are existing credit claimants and the
elimination of the credit for companies establishing new operations in
Puerto Rico and for existing companies that add a substantial new line of
business. The Section 936 credit based on the Economic Activity Limitation
will continue as under current law without change until tax years beginning
in 2002, during which years a corporation's possession business income will
be subject to a cap based on its possession income for an average adjusted
base period. The credit based on the Percentage Limitation will continue as
under current law until tax years beginning in 1998. In that year and
thereafter, the credit based on the Percentage Limitation will be 40%, but
the possession business income will be subject to a cap based on a
corporation's possession income for an average adjusted base period. The
Section 936 credit is eliminated entirely for taxable years beginning in
2006. However, the credit granted to qualified possession source investment
income is eliminated for taxable years beginning after Decembe    r 31,
1995. 
   President Clinton vetoed the legislation submitted by the U.S. Congress
on December 7, 1995. The Administration has proposed a modification to the
Section 936 credit that would phase out the credit based on the Percentage
Limitation over a five year period beginning in 1997, retain the credit
based upon the Economic Activity Limitation under current law, allow a
five-year carryforward of excess Section 936 credit based upon the Economic
Activity Limitation, and retain the Section 936 credit granted to qualified
possession source investment income under current law.
The Governor of Puerto Rico has proposed to the U.S. Congress a
modification of the total elimination of the Section 936 credit by offering
qualifying companies the option of the existing Section 936 credit, as
amended by the U.S. House of Representatives proposal, or a new incentive
program, to be available throughout the United States, including Puerto
Rico. The proposal would provide such companies a credit based on
qualifying wages paid, other wage-related expenses such as fringe benefits,
depreciation expenses for certain tangible assets, research and development
expenses, and passive investment income from qualifying investments in the
subject jurisdiction, so long as the company's employees are in an
"economically developing" jurisdiction in which prevailing per capita
income is substantially below the national average, among other things. The
credit granted to qualifying companies would continue in effect until the
jurisdiction shows, among other things, substantial economic improvement in
terms of the specified economic parameters. The Governor's proposal is not
currently included in either the legislation adopted by the U.S. Congress
on November 17, 1995 or in the Administration's proposal. It is not
possible at this time to determine the final legislative changes that may
be made to Section 936 or the effect that this will have on the long-term
outlook for the economy of Puerto Rico.    
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of each fund by FMR pursuant to authority contained in the funds'
management contracts. In the case of the money market fund, FMR has granted
investment management authority to the sub-adviser (see the section
entitled "Management Contracts"), and the sub-adviser is authorized to
place orders for the purchase and sale of portfolio securities, and will do
so in accordance with the policies described below. FMR is also responsible
for the placement of transaction orders for other investment companies and
accounts for which it or its affiliates act as investment adviser.
Securities purchased and sold by the money market fund generally will be
traded on a net basis (i.e., without commission). In selecting
broker-dealers, subject to applicable limitations of the federal securities
laws, FMR considers various relevant factors, including, but not limited
to, the size and type of the transaction; the nature and character of the
markets for the security to be purchased or sold; the execution efficiency,
settlement capability, and financial condition of the broker-dealer firm;
the broker-dealer's execution services rendered on a continuing basis; and
the reasonableness of any commissions.
The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; and the availability of
securities or the purchasers or sellers of securities. In addition, such
broker-dealers may furnish analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy,
and performance of accounts; effect securities transactions, and perform
functions incidental thereto (such as clearance and settlement). FMR
maintains a listing of broker-dealers who provide such services on a
regular basis. However, as many transactions on behalf of the money market
fund are placed with broker-dealers (including broker-dealers on the list)
without regard to the furnishing of such services, it is not possible to
estimate the proportion of such transactions directed to such
broker-dealers solely because such services were provided. The selection of
such broker-dealers generally is made by FMR (to the extent possible
consistent with execution considerations) based upon the quality of
research and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the funds may be useful to FMR in rendering investment management
services to the funds or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the funds. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause
each fund to pay such higher commissions, FMR must determine in good faith
that such commissions are reasonable in relation to the value of the
brokerage and research services provided by such executing broker-dealers,
viewed in terms of a particular transaction or FMR's overall
responsibilities to the funds and its other clients. In reaching this
determination, FMR will not attempt to place a specific dollar value on the
brokerage and research services provided, or to determine what portion of
the compensation should be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the funds, or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with Fidelity Brokerage Services,
Inc. (FBSI), a subsidiary of FMR Corp., if the commissions are fair,
reasonable, and comparable to commissions charged by non-affiliated,
qualified brokerage firms for similar services.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
Each fund's Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio transactions
on behalf of the funds and review the commissions paid by each fund over
representative periods of time to determine if they are reasonable in
relation to the benefits to the fund.
For the fiscal periods ended August 31, 1996 and 1995, the    portfolio
turnover rates were 32%     and    56    %, respectively, for Spartan
Arizona Municipal Income.
For    the     fiscal    years ended     1996 and 1995,    the funds
    paid    no     brokerage commissions   .    
During    the fiscal year ended 1996, the funds paid no fees to brokerage
firms that provided research services.    
From time to time the Trustees will review whether the recapture for the
benefit of the funds of some portion of the brokerage commissions or
similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. Each fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at present no
other recapture arrangements are in effect. The Trustees intend to continue
to review whether recapture opportunities are available and are legally
permissible and, if so, to determine in the exercise of their business
judgment whether it would be advisable for each fund to seek such
recapture.
Although the Trustees and officers of each fund are substantially the same
as those of other funds managed by FMR, investment decisions for each fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds and accounts
are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund or
account.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with procedures believed to be appropriate and equitable for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as each fund is concerned. In other cases,
however, the ability of the funds to participate in volume transactions
will produce better executions and prices for the funds. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to each fund outweighs any disadvantages that may be
said to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
   BOND     FUND. Valuations of portfolio securities furnished by the
pricing service employed by the fund are based upon a computerized matrix
system or appraisals by the pricing service, in each case in reliance upon
information concerning market transactions and quotations from recognized
municipal securities dealers. The methods used by the pricing service and
the quality of valuations so established are reviewed by officers of the
fund and FSC under the general supervision of the Board of Trustees. There
are a number of pricing services available, and the Trustees, or officers
acting on behalf of the Trustees, on the basis of on-going evaluation of
these services, may use other pricing services or discontinue the use of
any pricing service in whole or in part.
MONEY MARKET FUND. The money market fund values its investments on the
basis of amortized cost. This technique involves valuing an instrument at
its cost as adjusted for amortization of premium or accretion of discount
rather than its value based on current market quotations or appropriate
substitutes which reflect current market conditions. The amortized cost
value of an instrument may be higher or lower than the price the fund would
receive if it sold the instrument.
Valuing the money market fund's instruments on the basis of amortized cost
and use of the term "money market fund" are permitted by Rule 2a-7 under
the 1940 Act. The fund must adhere to certain conditions under Rule 2a-7.
The Board of Trustees of the fund oversees FMR's adherence to SEC rules
concerning money market funds, and has established procedures designed to
stabilize the fund's NAV at $1.00. At such intervals as they deem
appropriate, the Trustees consider the extent to which NAV calculated by
using market valuations would deviate from $1.00 per share. If the Trustees
believe that a deviation from the fund's amortized cost per share may
result in material dilution or other unfair results to shareholders, the
Trustees have agreed to take such corrective action, if any, as they deem
appropriate to eliminate or reduce, to the extent reasonably practicable,
the dilution or unfair results. Such corrective action could include
selling portfolio instruments prior to maturity to realize capital gains or
losses or to shorten average portfolio maturity; withholding dividends;
redeeming shares in kind; establishing NAV by using available market
quotations; and such other measures as the Trustees may deem appropriate.
During periods of declining interest rates, the money market fund's yield
based on amortized cost may be higher than the yield based on market
valuations. Under these circumstances, a shareholder in the fund would be
able to obtain a somewhat higher yield than would result if the fund
utilized market valuations to determine its NAV. The converse would apply
in a period of rising interest rates.
PERFORMANCE
The funds may quote performance in various ways. All performance
information supplied by the funds in advertising is historical and is not
intended to indicate future returns   . The bond fund's share price, and
each fund's yield and total return fluctuate in response to market
conditions and other factors, and the value of the bond     fund's shares
when redeemed may be more or less than their original cost.
YIELD CALCULATIONS. To compute the money market fund's yield for a period,
the net change in value of a hypothetical account containing one share
reflects the value of additional shares purchased with dividends from the
one original share and dividends declared on both the original share and
any additional shares. The net change is then divided by the value of the
account at the beginning of the period to obtain a base period return. This
base period return is annualized to obtain a current annualized yield. The
money market fund also may calculate a compound effective yield by
compounding the base period return over a one-year period. In addition to
the current yield, the money market fund may quote yields in advertising
based on any historical seven-day period. Yields for the money market fund
are calculated on the same basis as other money market funds, as required
by regulation.
For the bond fund, yields are computed by dividing the fund's interest
income for a given 30-day or one-month period, net of expenses, by the
average number of shares entitled to receive dividends during the period,
dividing this figure by the fund's net asset value per share (NAV) at the
end of the period, and annualizing the result (assuming compounding of
income) in order to arrive at an annual percentage rate. Yields do not
reflect the fund's .50% redemption fee, which applies to shares held less
than 180 days. Income is calculated for purposes of the bond fund's yield
quotations in accordance with standardized methods applicable to all stock
and bond funds. In general, interest income is reduced with respect to
bonds trading at a premium over their par value by subtracting a portion of
the premium from income on a daily basis, and is increased with respect to
bonds trading at a discount by adding a portion of the discount to daily
income. Capital gains and losses generally are excluded from the
calculation.
Income calculated for the purposes of determining the bond fund's yield
differs from income as determined for other accounting purposes. Because of
the different accounting methods used, and because of the compounding of
income assumed in yield calculations, the bond fund's yield may not equal
its distribution rate, the income paid to your account, or the income
reported in the fund's financial statements.
Yield information may be useful in reviewing a fund's performance and in
providing a basis for comparison with other investment alternatives.
However, each fund's yield fluctuates, unlike investments that pay a fixed
interest rate over a stated period of time. When comparing investment
alternatives, investors should also note the quality and maturity of the
portfolio securities of respective investment companies they have chosen to
consider.
Investors should recognize that in periods of declining interest rates a
fund's yield will tend to be somewhat higher than prevailing market rates,
and in periods of rising interest rates the fund's yield will tend to be
somewhat lower. Also, when interest rates are falling, the inflow of net
new money to a fund from the continuous sale of its shares will likely be
invested in instruments producing lower yields than the balance of the
fund's holdings, thereby reducing the fund's current yield. In periods of
rising interest rates, the opposite can be expected to occur.
A fund's tax-equivalent yield is the rate an investor would have to earn
from a fully taxable investment before taxes to equal the fund's tax-free
yield. Tax-equivalent yields are calculated by dividing a fund's yield by
the result of one minus a stated federal or combined federal and state tax
rate. If only a portion of a fund's yield is tax-exempt, only that portion
is adjusted in the calculation.
The following tables show the effect of a shareholder's tax status on
effective yield under federal and state income tax laws for    1996. The
second table shows the approximate yield a taxable security must provide at
various income brackets to produce after-tax yields equiv    alent to those
of hypothetical tax-exempt obligations yielding from 2% to 7%. Of course,
no assurance can be given that a fund will achieve any specific tax-exempt
yield. While the funds invest principally in obligations whose interest is
exempt from federal and state income tax, other income received by the
funds may be taxable. The tables do not take into account local taxes, if
any, payable on fund distributions.
   Use the first table to find your     approximate effective tax bracket
taking into account federal and state taxes for 1996.
1996 TAX RATES
<TABLE>
<CAPTION>
<S>                      <C>                <C>     <C>             <C>            
            Taxable Income*                 Federal                 Combined Arizona        
                                            Income  State           and Federal Effective   
                                            Tax
Single Return             Joint Return      Bracket Marginal Rate   Bracket**      
 
 $0 - 10,000              $0 - 20,000       15.0%   3.   00    %    17.55%         
 
 10,001 - 24,000          20,001 - 40,100   15.0    3.50            17.98          
 
 24,001 - 25,000          40,101 - 50,000   28.0    3.50            30.52          
 
 25,001 - 50,000          50,001 - 96,900   28.0    4.20            31.02          
 
 50,001 - 58,150          --                28.0    5.20            31.74          
 
  --                      96,901 - 100,000  31.0    4.20            33.90          
 
 58,151 - 121,300         100,001 - 147,700 31.0    5.20            34.59          
 
 121,30   1     - 150,000 147,701 - 263,750 36.0    5.20            39.33          
 
 150,001 - 263,750        --                36.0    5.   6    0        39.58       
 
  --                      263,751 - 300,000 39.6    5.20            42.74          
 
 263,751 +                300,001 +         39.6       5.6    0     4   2.98       
 
</TABLE>
 
* Net amount subject to federal income tax after deductions and exemptions.
Assumes ordinary income only.
** Excludes the impact of the phaseout of personal exemptions, limitations
on itemized deductions, and other credits, exclusions, and adjustments
which may increase a taxpayer's marginal tax rate. An increase in a
shareholder's marginal tax rate would increase that shareholder's
tax-equivalent yield.
Having determined your effective tax bracket, use the following table to
determine the tax-equivalent yield for a given tax-free yield.
 
<TABLE>
<CAPTION>
<S>     <C>       <C>       <C>       <C>       <C>       <C>       <C>              <C>       <C>              
          If your effective combined federal and state personal tax rate in    1996     is:   
 
        30.52%    31.02%    31.74%    33.90%    34.59%    39.33%       39.58    %    42.74%    4   2.98    %   
 
To match  Your taxable investment would have to earn the following yield:   
these 
tax-free                                                                      
yields:                                                                             
 
 2%     2.88%     2.90%     2.93%     3.03%     3.06%     3.30%     3.3   1    %     3.50%     3.5   1    %    
 
 3%     4.32%     4.35%     4.39%     4.54%     4.59%     4.94%        4.97    %     5.24%     5.   26    %    
 
 4%     5.76%     5.80%     5.86%     6.05%     6.12%     6.59%        6.62    %     6.99%     7.   02    %    
 
 5%     7.20%     7.25%     7.32%     7.56%     7.64%     8.24%        8.28    %     8.73%     8.   77    %    
 
 6%     8.64%     8.70%     8.79%     9.08%     9.17%     9.89%        9.93    %     10.48%    10.   52    %   
 
 7%     10.07%    10.15%    10.25%    10.59%    10.70%    11.54%    11.   59    %    12.22%    12.   28    %   
 
</TABLE>
 
Each fund may invest a portion of its assets in obligations that are
subject to state or federal income taxes. When a fund invests in these
obligations, its tax-equivalent yield will be lower. In the table above,
the tax-equivalent yields are calculated assuming investments are 100%
federally and state tax-free.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of a fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the fund's NAV over a
stated period. Average annual total returns are calculated by determining
the growth or decline in value of a hypothetical historical investment in a
fund over a stated period, and then calculating the annually compounded
percentage rate that would have produced the same result if the rate of
growth or decline in value had been constant over the period. For example,
a cumulative total return of 100% over ten years would produce an average
annual total return of 7.18%, which is the steady annual rate of return
that would equal 100% growth on a compound   ed basis in ten years. While
    average annual total returns are a convenient means of comparing
investment alternatives, investors should realize that a fund's performance
is not constant over time, but changes from year to year, and that average
annual total returns represent averaged figures as opposed to the actual
year-to-year performance of the fund.
In addition to average annual total returns, a fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis and may or may not include the effect of the
bond fund's .50% redemption fee on shares held less than 180 days.
Excluding a fund's redemption fee from a total return calculation produces
a higher total return figure. Total returns, yields, and other performance
information may be quoted numerically or in a table, graph, or similar
illustration, and may omit or include the effect of the $5.00 account
closeout fee.
NET ASSET VALUE. Charts and graphs using a fund's net asset values,
adjusted net asset values, and benchmark indices may be used to exhibit
performance. An adjusted NAV includes any distributions paid by a fund and
reflects all elements of its return. Unless otherwise indicated, a fund's
adjusted NAVs are not adjusted for sales charges, if any.
HISTORICAL FUND RESULTS. The following tables show the money market fund's
   seven    -day yields, the bond fund's 30-day yields, each fund's
tax-equivalent yields, and total returns for periods ended August 31,
   1996.     Total return figures include the effect of the $5.00 account
closeout fee based on an average size account, but not the bond fund's .50%
redemption fee, applicable to shares held less than 180 days.
The tax-equivalent yield is based on a combined effective federal and state
income tax rate of    39.33    % and reflects that, as of August 31, 1996,
an estimated    0    % of each fund's income was subject to state taxes.
Note that each fund may invest in securities whose income is subject to the
federal alternative minimum tax.
 
<TABLE>
<CAPTION>
<S>   <C>   <C>   <C>                            <C>   <C>   <C>                        <C>   <C>   
                  Average Annual Total Returns               Cumulative Total Returns               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                          <C>   <C>             <C>             <C>      <C>       <C>      <C>             
                                   Seven-          Tax-            One      Life of   One      Life of         
                                   Day             Equivalent      Year     Fund*     Year     Fund*           
                                   Yield           Yield                                                       
 
                                                                                                               
 
Spartan Arizona Municipal              3.26    %       5.37    %    3.52%    3.68%     3.52%    7.0   7    %   
Money Market                                                                                                   
 
</TABLE>
 
* From October 11, 1994 (commencement of operations).
Note: If FMR had not reimbursed certain fund expenses during these periods,
the fund's    seven-day     yield would have been    3.11    % and total
returns would have been lower.
                        Average Annual Total Returns   Cumulative Total Returns 
 
 
<TABLE>
<CAPTION>
<S>                          <C>   <C>             <C>             <C>      <C>       <C>      <C>       
                                   Thirty-Day      Tax-            One      Life of   One      Life of   
                                   Yield           Equivalent      Year     Fund*     Year     Fund*     
                                                   Yield                                                 
 
Spartan Arizona Municipal              4.57    %       7.53    %    4.71%    8.65%     4.71%    17.01%   
Income                                                                                                   
 
</TABLE>
 
* From October 11, 1994 (commencement of operations).
Note: If FMR had not reimbursed certain fund expenses during these periods,
the fund's total returns would have been lower.
   The following table shows the income and capital elements of each fund's
cumulative total return. The table compares each fund's return to the
record of the Standard & Poor's 500 Index (S&P 500), the Dow Jones
Industrial Average (DJIA), and the cost of living (m    easured by the
Consumer Price Index, or CPI) over the same period. The CPI information is
as of the month end closest to the initial investment date for each fund.
The S&P 500 and DJIA comparisons are provided to show how each fund's total
return compared to the record of a broad average of common stocks and a
narrower set of stocks of major industrial companies, respectively, over
the same period. Of course, since each fund invests in short-term
fixed-income securities, common stocks represent a different type of
investment from the fund. Common stocks generally offer greater growth
potential than the funds, but generally experience greater price
volatility, which means greater potential for loss. In addition, common
stocks generally provide lower income than a fixed-income investment such
as the funds. Figures for the S&P 500 and DJIA are based on the prices of
unmanaged groups of stocks and, unlike the funds' returns, do not include
the effect of paying brokerage commissions or other costs of investing.
During the period from October 11, 1994 (commencement of operations) t   o
August 31, 1996, a     hypothetical $10,000 investment in Spartan Arizona
Municipal Money Market would have grown to    $10,708, a    ssuming all
distributions were reinvested. This was a period of fluctuating interest
rates and bond prices and the figures below should not be considered
representative of the dividend income or capital gain or loss that could be
realized from an investment in the fund today.
 
<TABLE>
<CAPTION>
<S>                                      <C>   <C>   <C>   <C>   <C>       <C>   <C>   
SPARTAN ARIZONA MUNICIPAL MONEY MARKET                           INDICES               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>         <C>          <C>             <C>             <C>        <C>               <C>               <C>               
Period      Value of     Value of        Value of        Total      S&P 500           DJIA              Cost of           
Ended       Initial      Reinvested      Reinvested      Value                                          Living**          
August 31   $10,000      Dividend        Capital Gain                                                                     
            Investment   Distributions   Distributions                                                                    
 
                                                                                                                          
 
                                                                                                                          
 
                                                                                                                          
 
1996        $ 10,000     $ 708           $ 0             $ 10,708   $    14,891       $    15,367       $    10,529       
 
1995*       $ 10,000     $ 343           $ 0             $ 10,343   $    12,542       $    12,342       $    10,234       
 
</TABLE>
 
* From October 11, 1994 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 made on October
11, 1994, the net amount invested in fund shares was $10,000. The cost of
the initial investment ($10,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinve   sted), amo    unted to
$10,708. If distributions had not been reinvested, the amount of
distributions earned from the fund over time would have been smaller, and
cash payments for the period would have amounted    to $685 for dividends
and $0 for ca    pital gains distributions. Tax consequences of different
investments have not been factored into the above figures. The figures in
the table do not reflect the effect of the fund's $5.00 account closeout
fee. 
During the period from October 11, 1994 (com   mencement of operations)    
to August 31, 1996, a hypothetical $10,000 investment in Spartan Arizona
Municipal Income would have grown to    $11,701,     assuming all
distributions were reinvested. This was a period of fluctuating interest
rates and bond prices and the figures below should not be considered
representative of the dividend income or capital gain or loss that could be
realized from an investment in the fund today.
 
<TABLE>
<CAPTION>
<S>                                <C>          <C>             <C>             <C>        <C>        <C>        <C>               
SPARTAN ARIZONA MUNICIPAL INCOME                                                           INDICES                                 
 
Period                             Value of     Value of        Value of        Total      S&P 500    DJIA       Cost of           
Ended                              Initial      Reinvested      Reinvested      Value                            Living**          
August 31                          $10,000      Dividend        Capital Gain                                                       
                                   Investment   Distributions   Distributions                                                      
 
                                                                                                                                   
 
                                                                                                                                   
 
                                                                                                                                   
 
1996                               $ 10,460     $ 1,075         $ 166           $ 11,701   $ 14,891   $ 15,367      $ 10,529       
 
1995*                              $ 10,640     $ 534           $ 0             $ 11,174   $ 12,542   $ 12,342   $ 10,234          
 
</TABLE>
 
* From October 11, 1994 (commencement of operations).
** From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 made on October
11, 1994, the net amount invested in fund shares was $10,000. The cost of
the initial investment ($10,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinvested), amoun   ted to
$11,244.     If distributions had not been reinvested, the amount of
distributions earned from the fund over time would have been smaller, and
cash payments for the period would have amounte   d to $1,018 for dividends
and $160 fo    r capital gains distributions. Tax consequences of different
investments have not been factored into the above figures. The figures in
the table do not reflect the effect of the fund's $5.00 account closeout
fee or the .50% redemption fee applicable to shares held less than 180
days.
PERFORMANCE COMPARISONS. A fund's performance may be compared to the
performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed as
mutual fund rankings prepared by Lipper Analytical Services, Inc. (Lipper),
an independent service located in Summit, New Jersey that monitors the
performance of mutual funds.    Generally, Lipper rankings are based on
total return, assume reinvestment of distributions, do not take sales
charges or redemption     fees into consideration, and are prepared without
regard to tax consequences. Lipper may also rank funds based on yield. In
addition to the mutual fund rankings, a fund's performance may be compared
to stock, bond, and money market mutual fund performance indices prepared
by Lipper or other organizations. When comparing these indices, it is
important to remember the risk and return characteristics of each type of
investment. For example, while stock mutual funds may offer higher
potential returns, they also carry the highest degree of share price
volatility. Likewise, money market funds may offer greater stability of
principal, but generally do not offer the higher potential returns
available from stock mutual funds.
From time to time, a fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in advertising.
A fund may be compared in advertising to Certificates of Deposit (CDs) or
other investments issued by banks or other depository institutions. Mutual
funds differ from bank investments in several respects. For example, a fund
may offer greater liquidity or higher potential returns than CDs, a fund
does not guarantee your principal or your return, and fund shares are not
FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to project savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices. 
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future. 
A fund may compare its performance or the performance of securities in
which it may invest to averages published by IBC    Financial Data, Inc. of
Ashland, Massachusetts. These averages assume reinvestment of
distributions. The IBC Financial Data, Inc. Arizona tax-free money market
funds average, which is reported in the MONEY FUND REPORT(registered
trademark), covers over 412 tax-free money market funds. The Bond Fund
Report AverageS(trademark)/Municipal, which is reported in the BOND FUND
REPORT(registered trademark), covers over 567 tax-free bon    d funds. When
evaluating comparisons to money market funds, investors should consider the
relevant differences in investment objectives and policies. Specifically,
money market funds invest in short-term, high-quality instru   ments and
seek to maintain a stable $1.00 share price. Bond funds, however, invest in
longer-term instruments and their share prices change daily in response to
a var    iety of factors.
A fund may compare and contrast in advertising the relative advantages of
investing in a mutual fund versus an individual municipal bond. Unlike
tax-free mutual funds, individual municipal bonds offer a stated rate of
interest and, if held to maturity, repayment of principal. Although some
individual municipal bonds might offer a higher return, they do not offer
the reduced risk of a mutual fund that invests in many different
securities. The initial investment requirements and sales charges of many
tax-free mutual funds are lower than the purchase cost of individual
municipal bonds, which are generally issued in $5,000 denominations and are
subject to direct brokerage costs.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include other Fidelity funds; retirement investing;
brokerage products and services; model portfolios or allocations; saving
for college or other goals; charitable giving; and the Fidelity credit
card. In addition, Fidelity may quote or reprint financial or business
publications and periodicals as they relate to current economic and
political conditions, fund management, portfolio composition, investment
philosophy, investment techniques, the desirability of owning a particular
mutual fund, and Fidelity services and products. Fidelity may also reprint,
and use as advertising and sales literature, articles from Fidelity Focus,
a quarterly magazine provided free of charge to Fidelity fund shareholders.
A fund may present its fund number, Quotron(trademark) number, and CUSIP
number, and discuss or quote its current portfolio manager.
VOLATILITY.    The bond fund ma    y quote various measures of volatility
and benchmark correlation in advertising. In addition, the fund may compare
these measures to those of other funds. Measures of volatility seek to
compare the fund's historical share price fluctuations or total returns to
those of a benchmark. Measures of benchmark correlation indicate how valid
a comparative benchmark may be. All measures of volatility and correlation
are calculated using averages of historical data. In advertising, a fund
may also discuss or illustrate examples of interest rate sensitivity.
MOMENTUM INDICATORS indicate    the bond     fund's price movements over
specific periods of time. Each point on the momentum indicator represents
the fund's percentage change in price movements over that period.
A fund may advertise examples of the effects of periodic investment plans,
including the principle of dollar cost averaging. In such a program, an
investor invests a fixed dollar amount in a fund at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit or guard
against loss in a declining market, the investor's average cost per share
can be lower than if fixed numbers of shares are purchased at the same
intervals. In evaluating such a plan, investors should consider their
ability to continue purchasing shares during periods of low price levels.
As of August 31, 1996   , FMR advised over $27 billion in tax-free fund
assets, $90 billion in money market fund assets, $271 billion in equity
fund assets, $55 billion in     international fund assets, and $   24    
billion in Spartan fund assets. The funds may reference the growth and
variety of money market mutual funds and the adviser's innovation and
participation in the industry. The equity funds under management figure
represents the largest amount of equity fund assets under management by a
mutual fund investment adviser in the United States, making FMR America's
leading equity (stock) fund manager. FMR, its subsidiaries, and affiliates
maintain a worldwide information and communications network for the purpose
of researching and managing investments abroad.
In addition to performance rankings, each fund may compare its total
expense ratio to the average total expense ratio of similar funds tracked
by Lipper. A fund's total expense ratio is a significant factor in
comparing bond and money market investments because of its effect on yield. 
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Each fund is open for business and its net asset value per share (NAV) is
calculated each day the New York Stock Exchange    (NYSE) is open for
trading. The NYSE has designated the following holiday closings for 1996:
New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day, and Christmas Day. Although FMR
expects     the same holiday schedule to be observed in the future, the
NYSE may modify its holiday schedule at any time. In addition, the funds
will not process wire purchases and redemptions on days when the Federal
Reserve Wire System is closed.
FSC normally determines each fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the Securities and
Exchange Commission (SEC). To the extent that portfolio securities are
traded in other markets on days when the NYSE is closed, a fund's NAV may
be affected on days when investors do not have access to the fund to
purchase or redeem shares. In addition, trading in some of a fund's
portfolio securities may not occur on days when the fund is open for
business.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing a fund's NAV. Shareholders receiving securities or other property
on redemption may realize a gain or loss for tax purposes, and will incur
any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the Investment Company Act of 1940 (the 1940
Act), each fund is required to give shareholders at least 60 days' notice
prior to terminating or modifying its exchange privilege. Under the Rule,
the 60-day notification requirement may be waived if (i) the only effect of
a modification would be to reduce or eliminate an administrative fee,
redemption fee, or deferred sales charge ordinarily payable at the time of
an exchange, or (ii) the fund suspends the redemption of the shares to be
exchanged as permitted under the 1940 Act or the rules and regulations
thereunder, or the fund to be acquired suspends the sale of its shares
because it is unable to invest amounts effectively in accordance with its
investment objective and policies.
In the Prospectus, each fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. To the extent that each fund's income is designated as federally
tax-exempt interest, the daily dividends declared by the fund are also
federally tax-exempt. Short-term capital gains are distributed as dividend
income, but do not qualify for the dividends-received deduction. These
gains will be taxed as ordinary income. Each fund will send each
shareholder a notice in January describing the tax status of dividend and
capital gain distributions (if any) for the prior year. 
Shareholders are required to report tax-exempt income on their federal tax
returns. Shareholders who earn other income, such as Social Security
benefits, may be subject to federal income tax on up to 85% of such
benefits to the extent that their income, including tax-exempt income,
exceeds certain base amounts.
Each    fund purchases municipal securities whose interest FMR believes is
free from federal income tax. Generally, issuers or other parties have
entered into covenants requiring continuing compliance with federal tax
requirements to preserve the tax-free status of interest payments over the
life of the security. If at any time the covenants are not complied with,
or if the IRS otherwise determines that the issuer did not comply with
relevant tax requirements, interest payments from a security could become
federally taxable retroactive to the date the security was issued. For
certain types of structured securities, the tax status of the pass-through
of tax-free income ma    y also be based on the federal and state tax
treatment of the structure. 
As a result of the Tax Reform Act of 1986, interest on certain "private
activity" securities is subject to the federal alternative minimum tax
(AMT), although the interest continues to be excludable from gross income
for other tax purposes. Interest from private activity securities will be
considered tax-exempt for purposes of each fund's policies of investing so
that at least 80% of its assets are in municipal securities whose interest
is free from federal income tax. Interest from private activity securities
is a tax preference item for the purposes of determining whether a taxpayer
is subject to the AMT and the amount of AMT to be paid, if any. Private
activity securities issued after August 7, 1986 to benefit a private or
industrial user or to finance a private facility are affected by this rule.
A portion of the gain on bonds purchased with market discount after April
30, 1993 and short-term capital gains distributed by each fund are taxable
to shareholders as dividends, not as capital gains. The money market fund
may distribute any net realized short-term capital gains and taxable market
discount once a year or more often, as necessary, to maintain its net asset
value at $1.00 per share.
Corporate investors should note that a tax preference item for purposes of
the corporate AMT is 75% of the amount by which adjusted current earnings
(which includes tax-exempt interest) exceeds the alternative minimum
taxable income of the corporation. If a shareholder receives an
exempt-interest dividend and sells shares at a loss after holding them for
a period of six months or less, the loss will be disallowed to the extent
of the amount of exempt-interest dividend. 
ARIZONA TAX MATTERS. The Arizona Department of Revenue has ruled that
dividends paid by a regulated investment company are exempt from Arizona
state income tax to the extent such dividends are derived from interest on
obligations the interest on which is exempt from Arizona state income tax.
For purposes of Arizona income taxation, distributions derived from
interest on other types of obligations (i.e., obligations the interest on
which is not exempt from Arizona state income tax) will be taxable as
ordinary income, whether paid in cash or reinvested in additional shares.
Distributions of net capital gains (both short- and long-term net capital
gains) are not exempt from Arizona income taxation and are taxed at
ordinary income tax rates. Interest on indebtedness incurred or continued
by a shareholder in connection with the purchase of shares of a fund will
not be deductible for Arizona personal income tax purposes.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by each fund on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of a fund, and such shares are held six
months or less and are sold at a loss, the portion of the loss equal to the
amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes. Short-term capital gains distributed by
each fund are taxable to shareholders as dividends, not as capital gains.
The money market    fund does not anticipate distr    ibuting long-term
capital gains.
As of August 31, 1996, the    bond     fund hereby designates
approximate   ly $11,683 as     a capital gain dividend for the purpose of
the dividend-paid deduction.
As of August 31, 1996, the money market fund had a capital loss
carryforward aggregating approximately $   10,700    . This loss
carryforward   , which wi    ll expire on August 31, 200   4,     is
available to offset future capital gains.
TAX STATUS OF THE FUNDS. Each fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes at the fund level,
each fund intends to distribute substantially all of its net investment
income and net realized capital gains within each calendar year as well as
on a fiscal year basis. Each fund intends to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held less than three months
constitute less than 30% of the fund's gross income for each fiscal year.
Gains from some futures contracts and options are included in this 30%
calculation, which may limit a fund's investments in such instruments.
Each fund is treated as a separate entity from the other funds of Fidelity
Union Street Trust (Spartan Arizona Municipal Income Fund) and Fidelity
Union Street Trust II (Spartan Arizona Municipal Money Market Fund) for tax
purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting each fund and its shareholders,
and no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders may be subject to state and
local taxes on fund distributions, and shares may be subject to state and
local personal property taxes. Investors should consult their tax advisers
to determine whether a fund is suitable to their particular tax situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent company organized
in 1972. The voting common stock of FMR Corp. is divided into two classes.
Class B is held predominantly by members of the Edward C. Johnson 3d family
and is entitled to 49% of the vote on any matter acted upon by the voting
common stock. Class A is held predominantly by non-Johnson family member
employees of FMR Corp. and its affiliates and is entitled to 51% of the
vote on any such matter. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement under which
all Class B shares will be voted in accordance with the majority vote of
Class B shares. Under the 1940 Act, control of a company is presumed where
one individual or group of individuals owns more than 25% of the voting
stock of that company. Therefore, through their ownership of voting common
stock and the execution of the shareholders' voting agreement, members of
the Johnson family may be deemed, under the 1940 Act, to form a controlling
group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
Fidelity Investments Institutional Operations Company, which performs
shareholder servicing functions for institutional customers and funds sold
through intermediaries; and Fidelity Investments Retail Marketing Company,
which provides marketing services to various companies within the Fidelity
organization.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing and restricts certain transactions. For example, all
personal trades in most securities require pre-clearance, and participation
in initial public offerings is prohibited. In addition, restrictions on the
timing of personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted.
TRUSTEES AND OFFICERS
The Trustees   , Members of the Advisory Board,     and executive officers
of the trusts are listed below. Except as indicated, each individual has
held the office shown or other offices in the same company for the last
five years. All persons named as Trustees    and Members of the Advisory
Board     also serve in similar capacities for other funds advised by FMR.
The business address of each Trustee and officer who is an "interested
person" (as defined in the Investment Company Act of 1940) is 82 Devonshire
Street, Boston, Massachusetts 02109, which is also the address of FMR. The
business address of all the other Trustees    and Members of the Advisory
Board     is Fidelity Investments, P.O. Box 9235, Boston, Massachusetts
02205-9235. Those Trustees who are "interested persons" by virtue of their
affiliation with either the trust or FMR are indicated by an asterisk (*).
   *EDWARD C. JOHN    SON 3d (66), Trustee and President, is Chairman,
Chief Executive Officer and a Director of FMR Corp.; a Director and
Chairman of the Board and of the Executive Committee of FMR; Chairman and a
Director of FMR Texas Inc., Fidelity Management & Research (U.K.) Inc., and
Fidelity Management & Research (Far East) Inc.
   *J. GARY BURKHEAD (55),     Trustee and Senior Vice President, is
President of FMR; and President and a Director of FMR Texas Inc., Fidelity
Management & Research (U.K.) Inc., and Fidelity Management & Research (Far
East) Inc.
   RALPH F. COX (64), Trustee (1991), is a management consultant (1994).
Prior to February 1994, he was President of Greenhill     Petroleum
Corporation (petroleum exploration and production). Until March 1990, Mr.
Cox was President and Chief Operating Officer of Union Pacific Resources
Company (exploration and production). He is a Director of Sanifill
Corporation (non-h   azardous waste, 1993), CH2M Hill Companies
(engineering), Rio Grande, Inc. (oil and gas production), and Daniel
Industries (petroleum measurement equipment manufacture). In addition,
    he is a member of advisory boards of Texas A&M University and the
University of Texas at Austin.
PHYLLI   S BURKE DAVIS (64), Trustee (1    992). Prior to her retirement in
September 1991, Mrs. Davis was the Senior Vice President of Corporate
Affairs of Avon Products, Inc. She is currently a Director of BellSouth
Corporation (telecommunications), Eaton Corporation (manufacturing, 1991),
and the TJX Companies, Inc. (retail stores), and previously served as a
Director of Hallmark Cards, Inc. (1985-1991) and Nabisco Brands, Inc. In
addition, she is a member of the President's Advisory Council of The
University of Vermont School of Business Administration.
   RICHARD J. FLYNN (72), Trustee     and Chairman of the non-interested
Trustees, is a financial consultant. Prior to September 1986, Mr. Flynn was
Vice Chairman and a Director of the Norton Company (manufacturer of
industrial devices). He is currently a Trustee of College of the Holy Cross
and Old Sturbridge Village, Inc., and he previously served as a Director of
Mechanics Bank (1971-1995).
E. BRAD   LEY JONES (68),     Trustee. Prior to his retirement in 1984, Mr.
Jones was Chairman and Chief Executive Officer of LTV Steel Company. He is
a Director of TRW Inc. (original equipment and replacement products),
Cleveland-Cliffs Inc (mining), Co   nsolidated Rail Corporation,
Birming    ham Steel Corporation, and RPM, Inc. (manufacturer of chemical
products), and he previously served as a Director of NACCO Industries, Inc.
(mining and marketing, 1985-1995) and Hyster-Yale Materials Handling, Inc.
(1985-1995). In addition, he serves as a Trustee of First Union Real Estate
Investments, a Trustee and member of the Executive Committee of the
Cleveland Clinic Foundation, a Trustee and member of the Executive
Committee of University School (Cleveland), and a Trustee of Cleveland
Clinic Florida.
DON   ALD J. KIRK (63), Trustee,     is Executive-in-Residence (1995) at
Columbia University Graduate School of Business and a financial consultant.
From 1987 to January 1995, Mr. Kirk was a Professor at Columbia University
Graduate School of Business. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance), and he previously served as a Director of
Valuation Research Corp. (appraisals and valuations, 1993-1995). In
addition, he serves a   s Chairman o    f the Board of Directors of the
National Arts Stabilization Fund, Vice Chairman of the Board of Trustees of
the Greenwich Hospital Association, a Member of the Public Oversight Board
of the American Institute of Certified    Public Accountants' SEC Practice
Section (1995), and as a Public Governor of the National Association of
Securities Dealers, Inc. (1996).    
*PETER    S. LYNCH (53), Trustee,     is Vice Chairman and Director of FMR
(1992). Prior to May 31, 1990, he was a Director of FMR and Executive Vice
President of FMR (a position he held until March 31, 1991); Vice President
of Fidelity Magellan Fund and FMR Growth Group Leader; and Managing
Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity
Investments Corporate Services (1991-1992). He is a Director of W.R. Grace
& Co. (chemicals) and Morrison Knudsen Corporation (engineering and
construction). In addition, he serves as a Trustee of Boston College,
Massachusetts Eye & Ear Infirmary, Historic Deer   field (1989) and
Soc    iety for the Preservation of New England Antiquities, and as an
Overseer of the Museum of Fine Arts of Boston.
GERALD    C. McDONOUGH (67), Trustee     and Vice-Chairman of the
non-interested Trustees, is Chairman of G.M. Management Group (strategic
advisory services). Prior to his retirement in July 1988, he was Chairman
and Chief Executive Officer of Leaseway Transportation Corp. (physical
distribution services). Mr. McDonough is a Director of Brush-Wellman Inc.
(metal refining), York International Corp. (air conditioning and
refrigeration), Commercial Intertech Corp. (   hydraulic systems, building
systems, and metal products    , 1992),    CUNO, Inc. (liquid and gas
filtration products, 1996),     and Associated Estates Realty Corporation
(a real estate investment trust, 1993).    Mr. McDonough served as a
Director of ACME-Cleveland Corp. (metal working, telecommunications, and
electronic products) from 1987-1996.    
EDWARD    H. MALONE (71), Trustee. Prior     to his retirement in 1985, Mr.
Malone was Chairman, General Electric Investment Corporation and a Vice
President of General Electric Company. He is a Director of Allegheny Power
Systems, Inc. (electric utility), General Re Corporation (reinsurance) and
Mattel Inc. (toy manufacturer). In addition, he serves as a Trustee of the
Naples Philharmonic Center for the Arts and Rensselaer Polytechnic
Institute, and he is a member of the Advisory Boards of Butler Capital
Corporation Funds and Warburg, Pincus Partnership Funds.
MA   RVIN L. MANN (63), Tr    ustee (1993) is Chairman of the Board,
President, and Chief Executive Officer of Lexmark International, Inc.
(office machines, 1991). Prior to 1991, he held the positions of Vice
President of International Business Machines Corporation ("IBM") and
President and General Manager of various IBM divisions and subsidiaries.
Mr. Mann is a Director of M.A. Hanna Company (chemicals, 1993) and Infomart
(marketing services, 1991), a Trammell Crow Co. In addition, he serves as
the Campaign Vice Chairman of the Tri-State United Way (1993) and is a
member of the University of Alabama President's Cabinet.
TH   OMAS R. WILLIAMS (67), Trustee, is     President of The Wales Group,
Inc. (management and financial advisory services). Prior to retiring in
1987, Mr. Williams served as Chairman of the Board of First Wachovia
Corporation (bank holding company), and Chairman and Chief Executive
Officer of The First National Bank of Atlanta and First Atlanta Corporation
(bank holding company). He is currently a Director of BellSouth Corporation
(telecommunications), ConAgra, Inc. (agricultural products), Fisher
Business Systems, Inc. (computer software), Georgia Power Company (electric
utility), Gerber Alley & Associates, Inc. (computer software), National
Life Insurance Company of Vermont, American Software, Inc., and AppleSouth,
Inc. (restaurants, 1992).
   WILLIAM O. McCOY (62), Member of the Advisory Board (1996), is the Vice
President of Finance for the University of North Carolina (16-school
system, 1995). Prior to his retirement in December 1994, Mr. McCoy was Vice
Chairman of the Board of BellSouth Corporation (telecommunications) and
President of BellSouth Enterprises. He is currently a Director of Liberty
Corporation (holding company), Weeks Corporation of Atlanta (real estate,
1994), and Carolina Power and Light Company (electric utility, 1996).
Previously, he was a Director of First American Corporation (bank holding
company, 1979-1996). In addition, Mr. McCoy serves as a member of the Board
of Visitors for the University of North Carolina at Chapel Hill (1994) and
for the Kenan Flager Business School (University of North Carolina at
Chapel Hill).    
FRED L. HE   NNING, JR. (57), Vice Presid    ent, is Vice President of
Fidelity's fixed-income    funds     (1995) and Senior Vice President of
FMR    (1995)    .
   SARAH H. ZENOBLE (47), Vice President, is Vice President of Fidelity's
money market funds (1996) and Vice President of FMR Texas Inc.
DEBORAH WATSON (37), is manager and Vice President of Spartan Arizona
Municipal Money Market, which she has managed since August, 1996. She also
manages other Fidelity funds. Ms. Watson joined Fidelity in 1982; she has
worked as a manager since 1988.
ARTHUR S. LORING (48), Secr    etary, is Senior Vice President (1993) and
General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
KENNETH A. RATHGEB   ER (49), Treasurer (19    95), is Treasurer of the
Fidelity funds and is an employee of FMR (1995). Before joining FMR, Mr.
Rathgeber was a Vice President of Goldman Sachs & Co. (1978-1995), where he
served in various positions, including Vice President of Proprietary
Accounting (1988-1992), Global Co-Controller (1992-1994), and Chief
Operations Officer of Goldman Sachs (Asia) LLC (1994-1995).
THOMAS D. MAH   ER (51), Assistant Vi    ce President, is Assistant Vice
President of Fidelity's money market funds and Vice President and Associate
General Counsel of FMR Texas Inc. 
JOHN H. COSTEL   LO (50), Assistant     Treasurer, is an employee of FMR.
LEONARD M. RU   SH (50), Assista    nt Treasurer (1994), is an employee of
FMR (1994). Prior to becoming Assistant Treasurer of the Fidelity funds,
Mr. Rush was Chief Compliance Officer of FMR Corp. (1993-1994) and Chief
Financial Officer of Fidelity Brokerage Services, Inc. (1990-1993).
   THOMAS J. SIMPSON (38), Assistant Treasurer (1996), is Assistant
Treasurer of Fidelity's money market funds and an employee of FMR (1996).
Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of
Liberty Investment Services (1987-1995).    
The following table sets forth information describing the compensation of
each current trustee of each fund for his or her services as trustee for
the fiscal year ended Augus   t 31, 1996.    
COMPENSATION TABLE
      Aggregate Compensation   
 
 
 
 
<TABLE>
<CAPTION>
<S>      <C>        <C>      <C>     <C>      <C>          <C>     <C>     <C>      <C>       <C>    <C>       <C>      <C>   
         J. Gary    Ralph F. Phyllis Richard  Edward C.    E.      Donald  Peter S. Gerald C. Edward Marvin    Thomas    William    
         Burkhead** Cox      Burke   J. Flynn Johnson 3d** Bradley J. Kirk Lynch**  McDonough H.     L.        R.        O.    
                             Davis                         Jones                              Malone    Mann   Williams McCoy    
 
Spartan  $    0     $    22  $ 21    $ 27     $    0       $    21 $ 21    $ 0      $    21   $ 22   $ 22      $    21  $ 8    
Arizona                                                                                                                        
Municipal                                                                                                                      
Money                                                                                                                      
Market                                                                                                                       
 
Spartan $    0      $    6    6      $    8   $ 0          $    6  $ 6     $    0   $ 6       $    6 $ 6       $    6   $ 2    
Arizona                                                                                                                        
Municipal                                                                                                        
Income                                                                                                                       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                      <C>                  <C>                   <C>             
Trustees                 Pension or           Estimated Annual      Total           
                         Retirement           Benefits Upon         Compensation    
                         Benefits Accrued     Retirement from       from the Fund   
                         as Part of Fund      the Fund              Complex*        
                         Expenses from the    Complex*                              
                         Fund Complex*                                              
 
J. Gary Burkhead**       $ 0                  $ 0                   $ 0             
 
Ralph F. Cox              5,200                52,000                128,000        
 
Phyllis Burke Davis       5,200                52,000                125,000        
 
Richard J. Flynn          0                    52,000                160,500        
 
Edward C. Johnson 3d**    0                    0                     0              
 
E. Bradley Jones          5,200                49,400                128,000        
 
Donald J. Kirk            5,200                52,000                129,500        
 
Peter S. Lynch**          0                    0                     0              
 
Gerald C. McDonough       5,200                52,000                128,000        
 
Edward H. Malone          5,200                44,200                128,000        
 
Marvin L. Mann            5,200                52,000                128,000        
 
Thomas R. Williams        5,200                52,000                125,000        
 
William O. McCoy                    N/A                   N/A        0              
 
</TABLE>
 
   * Information is as of December 31, 1995 for 219 funds in the complex.
** Interested trustees of the fund are compensated by FMR.
The non-interested Trustees may elect to defer receipt of all or a
percentage of their annual fees in accordance with the terms of a Deferred
Compensation Plan (the Plan). Under the Plan, compensation deferred by a
Trustee is periodically adjusted as though an equivalent amount had been
invested and reinvested in shares of one or more funds in the complex
designated by such Trustee (designated securities). The amount paid to the
Trustee under the Plan will be determined based upon the performance of
such investments. Deferral of Trustees' fees in accordance with the Plan
will have a negligible effect on a fund's assets, liabilities, and net
income per share, and will not obligate the fund to retain the services of
any Trustee or to pay any particular level of compensation to the Trustee.
Each fund may invest in such designated se    curities under the Plan
without shareholder approval.
Under a retirement program adopted in July 1988 and modified in November
1995, each non-interested Trustee may receive payments from a Fidelity fund
during his or her lifetime based on his or her basic trustee fees and
length of service. The obligation of a fund to make such payments is
neither secured nor funded. A Trustee becomes eligible to participate in
the program at the end of the calendar year in which he or she reaches age
72, provided that, at the time of retirement, he or she has served as a
Fidelity fund Trustee for at least five years. Currently, Messrs. Ralph S.
Saul, William R. Spaulding, Bertram H. Witham, and David L. Yunich, all
former non-interested Trustees, receive retirement benefits under the
program.
   As of     August 31, 1996   , the Trustees and officers of each fund
owned, in the aggregate, less than 1%     of each fund's total outstanding
shares.
MANAGEMENT CONTRACTS
Each fund employs FMR to furnish investment advisory and other services.
Under its management contract with each fund, FMR acts as investment
adviser and, subject to the supervision of the Board of Trustees, directs
the investments of each fund in accordance with its investment objective,
policies, and limitations. FMR also provides each fund with all necessary
office facilities and personnel for servicing each fund's investments,
compensates all officers of each fund and all Trustees who are "interested
persons" of the trusts or of FMR, and all personnel of each fund or FMR
performing services relating to research, statistical, and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provide the management and administrative services necessary
for the operation of each fund. These services include providing facilities
for maintaining each fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with each fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining each
fund's records and the registration of each fund's shares under federal and
state laws; developing management and shareholder services for each fund;
and furnishing reports, evaluations, and analyses on a variety of subjects
to the Trustees.
   FMR is responsible for the payment of all     expenses of each fund with
certain exceptions. Specific expenses payable by FMR include, without
limitation, expenses for typesetting, printing, and mailing proxy materials
to shareholders; legal expenses, and the fees of the custodian, auditor and
   interest    ed Trustees; costs of typesetting, printing, and mailing
prospectuses and statements of additional information, notices and reports
to shareholders; each fund's proportionate share of insurance premiums and
Investment Company Institute dues. FMR also provides for transfer agent and
dividend disbursing services and portfolio and general accounting record
maintenance through FSC.
FMR pays all other expenses of each fund with the following exceptions:
fees and expenses of all Trustees of the trusts who are not "interested
persons" of the trusts or FMR (the non-interested Trustees); interest on
borrowings; taxes; brokerage commissions (if any); and such nonrecurring
expenses as may arise, including costs of any litigation to which a fund
may be a party, and any obligation it may have to indemnify the officers
and Trustees with respect to litigation.
FMR is each fund's manager pursuant to management contracts dated September
16, 1994, which were approved by FMR, then sole shareholder of each fund,
on October 3, 1994. The management fee paid to FMR is reduced by an amount
equal to the fees and expenses    paid by each fund to the    
non-interested Trustees.
   For the services of FMR under each contract, the money market fund and
the bond fund each pays FMR a monthly management fee at the annual rate of
 .50% and .55%, respectively, of average net assets throughout the month.
Fees received by FMR, after reduction of fees and expenses paid by the fund
to the non-interested Trustees, for the last two fiscal periods are shown
in the table below.    
 
<TABLE>
<CAPTION>
<S>                                      <C>                             <C>                           
                                         Fiscal Period Ended August 31   Management Fees Paid to FMR   
 
Spartan Arizona Municipal Money Market   1996                            $    334,209                  
 
                                         1995                            $    125,670                  
 
Spartan Arizona Municipal Income         1996                            $    100,646                  
 
                                         1995                            $    37,388                   
 
</TABLE>
 
FMR may, from time to time, voluntarily reimburse all or a portion of each
fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). FMR retains the ability to be
repaid for these expense reimbursements in the amount that expenses fall
below the limit prior to the end of the fiscal year. Expense reimbursements
by FMR will increase each fund's total returns and yield and repayment of
the reimbursement by each fund will lower its total returns and yield.
Du   ring the fiscal periods reported,     FMR voluntarily agreed to
reimburse certain funds to the extent that the fund's aggregate operating
expenses were in excess of an annual rate of its average net assets. The
table below identifies the funds in reimbursement; the levels of and
periods for such reimbursement; the amount of management fees incurred
under each contract before reimbursement; and the dollar amount reimbursed
by FMR, if any, for each period.
Spartan Arizona Municipal Money Market
FROM          TO                     EXPENSE LIMITATION        
 
9/1/94        4/30/95                0%                        
 
5/1/95        3/31/96                 .10%                     
 
4/1/96        5/31/96                 .20%                     
 
6/1/96        8/31/96                 .35%                     
 
                                                               
 
              MANAGEMENT FEE                                   
FISCAL YEAR   BEFORE REIMBURSEMENT   AMOUNT OF REIMBURSEMENT   
 
1995          $    125,670           $    110,107              
 
1996          $    334,209           $    186,158              
 
Spartan Arizona Municipal Income
FROM          TO                     EXPENSE LIMITATION        
 
9/1/94        4/30/95                0%                        
 
5/1/95        3/31/96                 .10%                     
 
4/1/96        5/31/96                 .40%                     
 
                                                               
 
              MANAGEMENT FEE                                   
FISCAL YEAR   BEFORE REIMBURSEMENT   AMOUNT OF REIMBURSEMENT   
 
1995             $ 37,388            $    33,511               
 
1996          $    100,646           $    45,460               
 
To defray shareholder service costs, FMR or its affiliates also collect
each fund's $5.00 exchange fee, $5.00 account closeout fee, $5.00 fee for
wire purchases and redemptions, and $2.00 checkwriting charge. Shareholder
transaction fees and charges collected by FMR are indicated in the table
below.
 
<TABLE>
<CAPTION>
<S>                                      <C>            <C>            <C>             <C>           <C>             
                                         Period Ended   Exchange       Account                       Checkwriting    
                                         August 31      Fees           Closeout Fees   Wire Fees     Fees            
 
                                         1996              $ 195          $ 51            $ 45          $ 470        
 
Spartan Arizona Municipal Money Market   1995               75             25              35            146         
 
                                         1996               190            80              15            0           
 
Spartan Arizona Municipal Income         1995               65             10              15            0           
 
</TABLE>
 
SUB-ADVISER. On behalf of the money market fund, FMR has entered into a
sub-advisory agreement with FTX pursuant to which FTX has primary   
responsibility for p    roviding portfolio investment management services
to the money market fund.
Under the sub-advisory agreement, dated Septemb   er 16, 1994, which was
    approved by FMR, then the sole shareholder, on October 3, 1994, FMR
pays FTX fees equal to 50% of the management fee payable to FMR under its
management contract with the money market fund.    The fees paid to FTX are
not reduced by any voluntary or mandatory expense reimbursements that may
be in effect from time to time. On behalf of the money market fund, for
fiscal 1996 and 1995, FMR paid FTX fees of $167,105 and $62,835,
respectively.    
DISTRIBUTION AND SERVICE PLANS
The Trustees have approved Distribution and Service Plans on behalf of the
funds (the Plans) pursuant to Rule 12b-1 under the Investment Company Act
of 1940 (the Rule). The Rule provides in substance that a mutual fund may
not engage directly or indirectly in financing any activity that is
primarily intended to result in the sale of shares of a fund except
pursuant to a plan approved on behalf of the fund under the Rule. The
Plans, as approved by the Trustees, allow the funds and FMR to incur
certain expenses that might be considered to constitute indirect payment by
the funds of distribution expenses.
Under each Plan, if the payment of management fees by the funds to FMR is
deemed to be indirect financing by the funds of the distribution of their
shares, such payment is authorized by the Plans. Each Plan also
specifically recognizes that FMR, either directly or through FDC, may use
its management fee revenue, past profits, or other resources, without
limitation, to pay promotional and administrative expenses in connection
with the offer and sale of shares of each fund. In addition, each Plan
provides that FMR may use its resources, including its management fee
revenues, to make payments to third parties that assist in selling shares
of each fund, or to third parties, including banks, that render shareholder
support services.
Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and have
determined that there is a reasonable likelihood that the Plan will benefit
the fund and its shareholders. In particular, the Trustees noted that the
Plans do not authorize payments by a fund other than those made to FMR
under its management contract with the fund. To the extent that each Plan
gives FMR and FDC greater flexibility in connection with the distribution
of shares of each fund, additional sales of fund shares may result.
Furthermore, certain shareholder support services may be provided more
effectively under the Plans by local entities with whom shareholders have
other relationships.
The Plans were approved by FMR as the then sole shareholder of each fund on
October 3, 1994. 
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling, or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from performing shareholder support services, or
servicing and recordkeeping functions. FDC intends to engage banks only to
perform such functions. However, changes in federal or state statutes and
regulations pertaining to the permissible activities of banks and their
affiliates or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions, if
any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the funds
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed
herein, and banks and financial institutions may be required to register as
dealers pursuant to state law. 
Each fund may execute portfolio transactions with, and purchase securities
issued by, depository institutions that receive payments under the Plans.
No preference for the instruments of such depository institutions will be
shown in the selection of investments.
CONTRACTS WITH FMR AFFILIATES
UMB Bank, n.a. (UMB) is each fund's custodian and transfer agent. UMB has
entered into sub-contracts with FSC, an affiliate of FMR, under the terms
of which FSC performs the processing activities associated with providing
transfer agent and shareholder serv   icing functions for each fund. Under
this arrangement, FSC receives an annual account fee and an asset-based fee
each based on account size and fund type for each retail account and
certain institutional accounts. With respect to certain institutional
retirement accounts, FSC     receives an annual account fee and an
asset-based fee based on account type or fund type. These annual account
fees are subject to increase based on postal rate changes. FSC also
collects small account fees from certain accounts with balances of less
than $2,500. UMB has additional sub-contracts with FSC, pursuant to which
FSC performs the calculations necessa   ry to determine each fund's NAV and
dividends and maintains each fund's accounting records. For pricing and
bookkeeping services, FSC receives a fee based on each fund's average net
assets. UMB is entitled to reimbursement from FMR for fees paid to FSC
because FMR     must bear these costs pursuant to its management contract
with each fund.
Each fund has a distribution agreement with FDC, a Massachusetts
corporation organized on July 18, 1960. FDC is a broker-dealer registered
under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. The distribution agreement calls
for FDC to use all reasonable efforts, consistent with its other business,
to secure purchasers for shares of each fund, which are continuously
offered at NAV. Promotional and administrative expenses in connection with
the offer and sale of shares are paid by FMR.
DESCRIPTION OF THE TRUSTS
TRUSTS' ORGANIZATION.    Spartan Arizona Municipal Mo    ney Market Fund is
a fund (series) of Fidelity Union Street Trust II (the Delaware trust), an
open-end management investment company organized as a Delaware business
trust on June 20, 1991. Currently, there are    four     funds of the
Delaware trust: Fidelity Daily Income Trust, Spartan Municipal Money Fund,
   Spartan World Money Market Fund, and Spartan     Arizona Municipal Money
Market Fund. The Delaware trust's Trust Instrument permits the Trustees to
create additional funds. 
Spartan Arizona Municipal Inco   me Fund is a     fund (series) of Fidelity
Union Street Trust (the Massachusetts trust), an open-end management
investment company organized as a Massachusetts business trust on March 1,
1974. Currently, there are eight funds of the Massachusetts trust: Fidelity
Export Fund, Spartan Aggressive Municipal Fund, Spartan Ginnie Mae Fund,
Spartan Intermediate Municipal Fund, Spartan Maryland Municipal Income
Fund, Spartan Municipal Income Portfolio, Spartan Short-Intermediate
Municipal    Fund, and Spartan Arizon    a Municipal Income Fund. The
Massachusetts trust's Declaration of Trust permits the Trustees to create
additional funds. 
In the event that FMR ceases to be investment adviser to a trust or any of
its funds, the right of the trust or the fund to use the identifying names
"Fidelity" and "Spartan" may be withdrawn. There is a remote possibility
that one fund might become liable for any misstatement in its prospectus or
statement of additional information about another fund.
The assets of each trust received for the issue or sale of shares of each
of its funds and all income, earnings, profits, and proceeds thereof,
subject only to the rights of creditors, are especially allocated to such
fund, and constitute the underlying assets of such fund. The underlying
assets of each fund are segregated on the books of account, and are to be
charged with the liabilities with respect to such fund and with a share of
the general expenses of their respective trusts. Expenses with respect to
the trusts are to be allocated in proportion to the asset value of their
respective funds, except where allocations of direct expense can otherwise
be fairly made. The officers of the trusts, subject to the general
supervision of the Boards of Trustees, have the power to determine which
expenses are allocable to a given fund, or which are general or allocable
to all of the funds of a certain trust. In the event of the dissolution or
liquidation of a trust, shareholders of each fund of that trust are
entitled to receive as a class the underlying assets of such fund available
for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY - MASSACHUSETTS TRUST. The Massachusetts
trust is an entity of the type commonly known as "Massachusetts business
trust." Under Massachusetts law, shareholders of such a trust may, under
certain circumstances, be held personally liable for the obligations of the
trust. The Declaration of Trust provides that the Massachusetts trust shall
not have any claim against shareholders except for the payment of the
purchase price of shares and requires that each agreement, obligation, or
instrument entered into or executed by the Massachusetts trust or its
Trustees shall include a provision limiting the obligations created thereby
to the Massachusetts trust and its assets. The Declaration of Trust
provides for indemnification out of each fund's property of any
shareholders held personally liable for the obligations of the fund. The
Declaration of Trust also provides that each fund shall, upon request,
assume the defense of any claim made against any shareholder for any act or
obligation of the fund and satisfy any judgment thereon. Thus, the risk of
a shareholder incurring financial loss on account of shareholder liability
is limited to circumstances in which the fund itself would be unable to
meet its obligations. FMR believes that, in view of the above, the risk of
personal liability to shareholders is remote.
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of their office. 
SHAREHOLDER AND TRUSTEE LIABILITY - DELAWARE TRUST. The Delaware trust is a
business trust organized under Delaware law. Delaware law provides that
shareholders shall be entitled to the same limitations of personal
liability extended to stockholders of private corporations for profit. The
courts of some states, however, may decline to apply Delaware law on this
point. The Trust Instrument contains an express disclaimer of shareholder
liability for the debts, liabilities, obligations, and expenses of the
Delaware trust and requires that a disclaimer be given in each contract
entered into or executed by the Delaware trust or its Trustees. The Trust
Instrument provides for indemnification out of each fund's property of any
shareholder or former shareholder held personally liable for the
obligations of the fund. The Trust Instrument also provides that each fund
shall, upon request, assume the defense of any claim made against any
shareholder for any act or obligation of the fund and satisfy any judgment
thereon. Thus, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which
Delaware law does not apply, no contractual limitation of liability was in
effect, and the fund is unable to meet its obligations. FMR believes that,
in view of the above, the risk of personal liability to shareholders is
extremely remote.
The Trust Instrument further provides that the Trustees shall not be
personally liable to any person other than the Delaware trust or its
shareholders; moreover, the Trustees shall not be liable for any conduct
whatsoever, provided that Trustees are not protected against any liability
to which they would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties involved
in the conduct of their office.
VOTING RIGHTS - BOTH TRUSTS. Each fund's capital consists of shares of
beneficial interest. As a shareholder of the Massachusetts trust, you
receive one vote for each dollar value of net asset value you own. As a
shareholder of the Delaware trust, you receive one vote for each share you
own. The shares have no preemptive or conversion rights; voting and
dividend rights, the right of redemption, and the privilege of exchange are
described in the Prospectus. Shares are fully paid and nonassessable,
except as set forth under the respective "Shareholder and Trustee
Liability" headings above. Shareholders representing 10% or more of a trust
or one of its funds may, as set forth in the Declaration of Trust or Trust
Instrument, call meetings of the trust or fund for any purpose related to
the trust or fund, as the case may be, including, in the case of a meeting
of an entire trust, the purpose on voting on removal of one or more
Trustees. 
A trust or any fund may be terminated upon the sale of its assets to (or,
in the case of the Delaware trust and its funds, merger with) another
open-end management investment company or series thereof, or upon
liquidation and distribution of its assets. Generally such terminations
must be approved by vote of the holders of a majority of the outstanding
shares of the trust or the fund (for the Delaware trust), or by a vote of
the holders of a majority of the trust or fund, as determined by the
current value of each shareholder's inve   stment in the fund     or trust
(for the Massachusetts trust); however, the Trustees of the Delaware trust
may, without prior shareholder approval, change the form of the
organization of the Delaware trust by merger, consolidation, or
incorporation. If not so terminated or reorganized, the trusts and their
funds will continue indefinitely. 
Under the Trust Instrument, the Trustees may, without shareholder vote,
cause the Delaware trust to merge or consolidate into one or more trusts,
partnerships, or corporations, so long as the surviving entity is an
open-end management investment company that will succeed to or assume the
Delaware trust registration statement, or cause the Delaware trust to be
incorporated under Delaware la   w. Each fund     may also invest all of
its assets in another investment company.
CUSTODIAN. UMB Bank, n.a., 1010 Grand Avenue, Kansas City, Missouri, 64106,
is custodian of the assets of the funds. The    custodian is responsible
for the safekeeping of a fund's assets and the appointment of any
subcustodian banks and clearing agencies. The custodian takes no part in
determining the investment policies of a fund or in deciding which
securities are purchased or sold by a fund. However, a fund may invest in
obligations of the custodian and may purchase securities from or sell
securities to the custodian.    
FMR, its officers and directors, its affiliated companies, and the Board of
Trustees may, from time to time, conduct transactions with various banks,
including banks serving as custodians for certain funds advised by FMR.
Transactions that have occurred to date include mortgages and personal and
general business loans. In the judgment of FMR, the terms and conditions of
those transactions were not influenced by existing or potential custodial
or other fund relationships.
AUDITOR. Coopers & Lybrand L.L.P., One Post Office Square, Boston,
Massachusetts (bond fund) and 1999 Bryan Street, Dallas, Texas (money
market fund) serves as the trusts' independent accountant. The auditor
examines financial statements for the funds and provides other audit, tax,
and related services.
FINANCIAL STATEMENTS
   Each fund'    s financial statements   ,     financial highlights for
the fiscal year ended August 31, 1996   , and the report of the auditors
thereon     are included in a fund's Annual Report, which is a separate
report supplied with this Statement of Additional Information. Each fund's
financial statements   ,     financial highlights   , and the report of the
auditors theron     are incorporated herein by reference. 
APPENDIX
The descriptions that follow are examples of eligible ratings for the
funds. A fund may, however, consider the ratings for other types of
investments and the ratings assigned by other rating organizations when
determining the eligibility of a particular investment.
DESCRIPTION OF MOODY'S INVESTORS SERVICE'S RATINGS OF STATE AND MUNICIPAL
NOTES:
Moody's ratings for state and municipal and other short-term obligations
will be designated Moody's Investment Grade (MIG, or VMIG for variable rate
obligations). This distinction is in recognition of the difference between
short-term credit risk and long-term credit risk. Factors affecting the
liquidity of the borrower and short-term cyclical elements are critical in
short-term ratings, while other factors of major importance in bond risk,
long-term secular trends for example, may be less important in the short
run. Symbols used will be as follows:
MIG-1/VMIG-1 - This designation denotes best quality. There is present
strong protection by established cash flows, superior liquidity support, or
demonstrated broad-based access to the market for refinancing.
MIG-2/VMIG-2 - This designation denotes high quality. Margins of protection
are ample although not so large as in the preceding group.
MIG-3/VMIG-3 - This designation denotes favorable quality. All security
elements are accounted for, but there is lacking the undeniable strength of
the preceding grades. Liquidity and cash flow protection may be narrow and
market access for refinancing is likely to be less well established.
MIG-4/VMIG-4 - This designation denotes adequate quality. Protection
commonly regarded as required of an investment security is present and,
although not distinctly or predominantly speculative, there is specific
risk.
DESCRIPTION OF STANDARD & POOR'S RATINGS OF STATE AND MUNICIPAL NOTES:
SP-1 - Strong capacity to pay principal and interest. An issue determined
to possess a very strong capacity to pay debt service is given a plus (+)
designation.
SP-2 - Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term of
the notes.
SP-3 - Speculative capacity to pay principal and interest.
DESCRIPTION OF MOODY'S INVESTORS SERVICE'S MUNICIPAL BOND RATINGS:
AAA - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.
AA - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than the Aaa securities.
A - Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate but elements may
be present which suggest a susceptibility to impairment sometime in the
future.
BAA - Bonds which are rated Baa are considered as medium-grade obligations
(i.e., they are neither highly protected nor poorly secured). Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
BA - Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B - Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance
of other terms of the contract over any long period of time may be small.
CAA - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to
principal or interest.
There are nine basic rating categories for long-term obligations. They
range from AAA (highest quality) to C (lowest quality). Those bonds within
the AA, A, BAA, BA and B categories that Moody's believes possess the
strongest credit attributes within those categories are designated by the
symbols AA1, A1, BAA1, BA1 and B1.
DESCRIPTION OF STANDARD & POOR'S MUNICIPAL BOND RATINGS:
AAA - Debt rated AAA has the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher-rated issues only in small degree.
A - Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than debt in higher-rated
categories.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher-rated
categories.
BB - Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.
The BB rating category is also used for debt subordinated to senior debt
that is assigned an actual or implied BBB- rating.
B - Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is
also used for debt subordinated to senior debt that is assigned an actual
or implied BB or BB- rating.
CCC - Debt rated CCC has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal.
In the event of adverse business, financial, or economic conditions, it is
not likely to have the capacity to pay interest and repay principal. The
CCC rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied B or B- rating.
The ratings from AA to CCC may be modified by the addition of a plus or
minus to show relative standing within the major rating categories.
SPARTAN MUNICIPAL MONEY FUND
CROSS REFERENCE SHEET
FORM N-1A                          
 
ITEM NUMBER   PROSPECTUS SECTION   
 
 
<TABLE>
<CAPTION>
<S>   <C>    <C>                              <C>                                                 
1            ..............................   Cover Page                                          
             ..                                                                                   
 
2     a      ..............................   Expenses                                            
             ..                                                                                   
 
      b, c   ..............................   Contents; The Funds at a Glance; Who May Want       
             ..                               to Invest                                           
 
3     a      ..............................   Financial Highlights                                
             ..                                                                                   
 
      b      ..............................   *                                                   
             ..                                                                                   
 
      c, d   ..............................   Performance                                         
             ..                                                                                   
 
4     a      i.............................   Charter                                             
             ..                                                                                   
 
             ii............................   The Funds at a Glance; Investment Principles and    
             ..                               Risks                                               
 
      b      ..............................   Investment Principles and Risks                     
             ..                                                                                   
 
      c      ..............................   Who May Want to Invest; Investment Principles       
             ..                               and Risks                                           
 
5     a      ..............................   Charter                                             
             ..                                                                                   
 
      b      i.............................   Cover Page:  The Funds at a Glance; Charter;        
             ..                               Doing Business with Fidelity                        
 
             ii............................   Charter                                             
             ..                                                                                   
 
             iii...........................   Expenses; Breakdown of Expenses                     
             ..                                                                                   
 
      c      ..............................   *                                                   
             ..                                                                                   
 
      d      ..............................   Charter; Breakdown of Expenses                      
             ..                                                                                   
 
      e      ..............................   Cover Page; Charter                                 
             ..                                                                                   
 
      f      ..............................   Expenses                                            
             ..                                                                                   
 
      g      i.............................   Charter                                             
             ..ii..........................   *                                                   
             ....                                                                                 
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>   <C>    <C>                              <C>                                                   
5A           ..............................   *                                                     
             ..                                                                                     
 
6     a      i.............................   Charter                                               
             ..                                                                                     
 
             ii............................   How to Buy Shares; How to Sell Shares;                
             ..                               Transaction Details; Exchange Restrictions            
 
             iii...........................   Charter                                               
             ..                                                                                     
 
      b      ..............................   Charter                                               
             ..                                                                                     
 
      c      ..............................   Transaction Details; Exchange Restrictions            
             ..                                                                                     
 
      d      ..............................   *                                                     
             ..                                                                                     
 
      e      ..............................   Doing Business with Fidelity; How to Buy Shares;      
             ..                               How to Sell Shares; Investor Services                 
 
      f, g   ..............................   Dividends, Capital Gains, and Taxes                   
             ..                                                                                     
 
7     a      ..............................   Cover Page; Charter                                   
             ..                                                                                     
 
      b      ..............................   Expenses; How to Buy Shares; Transaction Details      
             ..                                                                                     
 
      c      ..............................   *                                                     
             ..                                                                                     
 
      d      ..............................   How to Buy Shares                                     
             ..                                                                                     
 
      e      ..............................   *                                                     
             ..                                                                                     
 
      f      ..............................   Breakdown of Expenses                                 
             ..                                                                                     
 
8            ..............................   How to Sell Shares; Investor Services; Transaction    
             ..                               Details; Exchange Restrictions                        
 
9            ..............................   *                                                     
             ..                                                                                     
 
</TABLE>
 
* Not Applicable
SPARTAN MUNICIPAL MONEY FUND
CROSS REFERENCE SHEET  
(CONTINUED)
FORM N-1A                                                   
 
ITEM NUMBER   STATEMENT OF ADDITIONAL INFORMATION SECTION   
 
 
<TABLE>
<CAPTION>
<S>      <C>     <C>                             <C>                                                
10, 11           .............................   Cover Page                                         
                 ..                                                                                 
 
12               .............................   Descrption of the Trusts                           
                 ..                                                                                 
 
13       a - c   .............................   Investment Policies and Limitations                
                 ..                                                                                 
 
         d       .............................   *                                                  
                 ..                                                                                 
 
14       a - c   .............................   Trustees and Officers                              
                 ..                                                                                 
 
15       a, b    .............................   *                                                  
                 ..                                                                                 
 
         c       .............................   Trustees and Officers                              
                 ..                                                                                 
 
16       a i     .............................   FMR, Portfolio Transactions                        
                 ..                                                                                 
 
           ii    .............................   Trustees and Officers                              
                 ..                                                                                 
 
          iii    .............................   Management Contracts                               
                 ..                                                                                 
 
         b       .............................   Management Contracts                               
                 ..                                                                                 
 
         c, d    .............................   Contracts with FMR Affiliates                      
                 ..                                                                                 
 
         e       .............................   *                                                  
                 ..                                                                                 
 
         f       .............................   Distribution and Service Plans                     
                 ..                                                                                 
 
         g       .............................   *                                                  
                 ..                                                                                 
 
         h       .............................   Description of the Trusts                          
                 ..                                                                                 
 
         i       .............................   Contracts with FMR Affiliates                      
                 ..                                                                                 
 
17       a       .............................   Portfolio Transactions                             
                 ..                                                                                 
 
         b       .............................   *                                                  
                 ..                                                                                 
 
         c       .............................   Portfolio Transactions                             
                 ..                                                                                 
 
         d, e    .............................   *                                                  
                 ..                                                                                 
 
18       a       .............................   Description of the Trusts                          
                 ..                                                                                 
 
         b       .............................   *                                                  
                 ..                                                                                 
 
19       a       .............................   Additional Purchase and Redemption Information     
                 ..                                                                                 
 
         b       .............................   Additional Purchase and Redemption Information;    
                 ..                              Valuation of Portfolio Securities                  
 
         c       .............................   *                                                  
                 ..                                                                                 
 
20               .............................   Distributions and Taxes                            
                 ..                                                                                 
 
21       a, b    .............................   Contracts with FMR Affiliates                      
                 ..                                                                                 
 
         c       .............................   *                                                  
                 ..                                                                                 
 
22       a       .............................   Performance                                        
                 ..                                                                                 
 
         b       .............................   *                                                  
                 ..                                                                                 
 
23               .............................   Financial Statements                               
                 ..                                                                                 
 
</TABLE>
 
* Not Applicable
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how each
fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can obtain a copy of
each fund's most recent financial reports and portfolio listing, or a copy
of the Statement of Additional Information (SAI) dated October 18, 1996.
The SAI has been filed with the Securities and    Exchange Commission (SEC)
and is available along with other related materials on the SEC's Internet
Web site (http://www.sec.gov).     The SAI is incorporated herein by
reference (legally forms a part of the prospectus). For a free copy of
either document, call Fidelity at 1-800-544-8888.
Investments in the money market fund are neither insured nor guaranteed by
the U.S. government, and there can be no assurance that the fund will
maintain a stable $1.00 share price.
Mutual fund shares are not deposits or obligations of, or guaranteed by,
any depository institution. Shares are not insured by the FDIC, Federal
Reserve Board, or any other agency,    and are subject to investment risks,
including possible loss of principal amount invested.    
Spartan Aggressive Municipal may invest without limitation in lower-quality
debt securities, sometimes called "municipal junk bonds." Investors should
consider that these securities carry greater risks, such as the risk of
default, than other debt securities. Refer to "Investment Principles and
Risks" on page  for further information.
LIKE ALL MUTUAL FUNDS, 
THESE SECURITIES HAVE 
NOT BEEN APPROVED OR 
DISAPPROVED BY THE 
SECURITIES AND 
EXCHANGE COMMISSION 
OR ANY STATE 
SECURITIES COMMISSION, 
NOR HAS THE SECURITIES 
AND EXCHANGE 
COMMISSION OR ANY 
STATE SECURITIES 
COMMISSION PASSED 
UPON THE ACCURACY OR 
ADEQUACY OF THIS 
PROSPECTUS. ANY 
REPRESENTATION TO THE 
CONTRARY IS A CRIMINAL 
OFFENSE.
SMU-pro-1096
Each of these funds seeks a high level of income free from federal income
tax. The funds have different strategies, however, and carry varying
degrees of risk and yield potential.
SPARTAN(registered trademark)
MUNICIPAL
FUNDS
 
   SPARTAN MUNICIPAL MONEY FUND    
SPARTAN SHORT-INTERMEDIATE
MUNICIPAL INCOME FUND
   SPARTAN INTERMEDIATE
MUNICIPAL INCOME FUND
SPARTAN MUNICIPAL 
INCOME FUND    
SPARTAN AGGRESSIVE
MUNICIPAL FUND
PROSPECTUS
   OCTOBER 18, 1996    (FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET,
BOSTON, MA 02109
CONTENTS
 
 
KEY FACTS                   THE FUNDS AT A GLANCE                 
 
                            WHO MAY WANT TO INVEST                
 
                            EXPENSES Each fund's yearly           
                            operating expenses.                   
 
                            FINANCIAL HIGHLIGHTS A summary        
                            of each fund's financial data.        
 
                            PERFORMANCE How each fund has         
                            done over time.                       
 
THE FUNDS IN DETAIL         CHARTER How each fund is              
                            organized.                            
 
                            INVESTMENT PRINCIPLES AND RISKS       
                            Each fund's overall approach to       
                            investing.                            
 
                            BREAKDOWN OF EXPENSES How             
                            operating costs are calculated and    
                            what they include.                    
 
YOUR ACCOUNT                DOING BUSINESS WITH FIDELITY          
 
                            TYPES OF ACCOUNTS Different           
                            ways to set up your account.          
 
                            HOW TO BUY SHARES Opening an          
                            account and making additional         
                            investments.                          
 
                            HOW TO SELL SHARES Taking money       
                            out and closing your account.         
 
                            INVESTOR SERVICES Services to         
                            help you manage your account.         
 
SHAREHOLDER AND             DIVIDENDS, CAPITAL GAINS,             
ACCOUNT POLICIES            AND TAXES                             
 
                            TRANSACTION DETAILS Share price       
                            calculations and the timing of        
                            purchases and redemptions.            
 
                            EXCHANGE RESTRICTIONS                 
 
KEY FACTS
 
 
THE FUNDS AT A GLANCE
The chart on page  highlights the strategy, risk, and yield potential for
each fund. Elements common to all five funds are described below.
GOAL: High current income free from federal income tax. As with any mutual
fund, there is no assurance that a fund will achieve its goal. 
MANAGEMENT: Fidelity Management & Research Company (FMR) is the management
arm of Fidelity Investments, which was established in 1946 and is now
America's largest mutual fund man   ager. FMR Texas Inc. (FMR Texas), a    
subsidiary of FMR, chooses investments for Spartan Municipal Money.
WHO MAY WANT TO INVEST
These funds may be appropriate for investors in higher tax brackets who
seek high current income that is free from federal income taxes. Each
fund's level of risk and potential reward, depend on the quality and
maturity of its investments. Spartan Municipal Money is managed to keep its
share price stable at $1.00. The bond funds, with their broader range of
investments, have the potential for higher yields, but also carry a higher
degree of risk. You should consider your investment objective and tolerance
for risk when making an investment decision.
The value of the funds' investments and the income they generate will vary
from day to day, and generally reflect interest rates, market conditions,
and other federal and state political and economic news. When you sell your
shares of any of the bond funds, they may be worth more or less than what
you paid for them. By themselves, these funds do not constitute a balanced
investment plan. 
The Spartan family of funds is designed for cost-conscious investors
looking for higher yields through lower costs. The Spartan
Approach(registered trademark) requires investors to make high minimum
investments and, in some cases, to pay for individual transactions.
THE SPECTRUM OF 
FIDELITY FUNDS 
Broad categories of Fidelity 
funds are presented here in 
order of ascending risk. 
Generally, investors seeking 
to maximize return must 
assume greater risk. The 
funds in this prospectus are 
in the INCOME category, 
except for Spartan Municipal 
Money, which is in the MONEY 
MARKET category. 
(right arrow) MONEY MARKET Seeks 
income and stability by 
investing in high-quality, 
short-term investments.
(right arrow) INCOME Seeks income by 
investing in bonds. 
(solid bullet) GROWTH AND INCOME 
Seeks long-term growth and 
income by investing in stocks 
and bonds.
(solid bullet) GROWTH Seeks long-term 
growth by investing mainly 
in stocks. 
(checkmark)
FUND STRATEGY  RISK AND YIELD POTENTIAL
   THE RISK LEVEL AND YIELD POTENTIAL OF MONEY MARKET AND BOND FUNDS DEPEND
ON THE QUALITY AND MATURITY OF THEIR INVESTMENTS. THE CHART BELOW PRESENTS
EACH FUND'S STRATEGY AND EXPLAINS ITS RISK AND YIELD POTENTIAL RELATIVE TO
THE OTHER FUNDS IN THIS FAMILY.    
 
<TABLE>
<CAPTION>
<S>             <C>                                  <C>                              
Spartan         Invests normally in high-quality,    Because this fund seeks          
Municipal       short-term municipal securities      to maintain a stable             
Money           with an average maturity of          $1.00 share price, it is         
                90 days or less.                     the safest and lowest            
                                                     yielding fund in the             
                                                     family.                          
 
                                                     (low risk graphic)               
 
Spartan         Invests under normal                 With its emphasis on             
Short-Interme   conditions in investment-grade       short maturities, this is        
diate           municipal securities while           the most conservative            
Municipal       normally maintaining an              bond fund in the family.         
                average maturity of two to five                                       
                years.                                                                
 
                                                     (low to medium risk graphic)     
 
Spartan         Invests under normal conditions      With its emphasis on             
Intermediate    in investment-grade municipal        intermediate maturities,         
Municipal       securities while normally            this is the moderate             
                maintaining an average maturity      member of the family.            
                of between three and 10 years.                                        
 
                                                     (medium risk graphic)            
 
Spartan         Invests under normal conditions      With its emphasis on             
Municipal       in municipal securities of           longer-term maturities,          
Income          investment-grade quality.            this is the moderately           
                Although the fund can invest in      aggressive member of             
                securities of any maturity, FMR      the family.                      
                seeks to manage the fund so                                           
                that it generally reacts to                                           
                changes in interest rates                                             
                similarly to municipal bonds with                                     
                maturities between eight and 18                                       
                years.                                                                
 
                                                     (low to medium risk graphic)     
 
Spartan         Allowed to invest in                 With its ability to invest in    
Aggressive      lower-quality municipal              lower-quality securities         
Municipal       securities. Although the fund        with longer-term                 
                can invest in securities of any      maturities, this is the          
                maturity, FMR seeks to               most aggressive fund in          
                manage the fund so that it           the family.                      
                generally reacts to changes in                                        
                interest rates similarly to                                           
                municipal bonds of comparable                                         
                quality with maturities between                                       
                12 and 20 years.                                                      
 
                                                     (high risk graphic)              
 
                                                                                      
 
</TABLE>
 
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy, sell or
hold shares of a fund. See page   s  and -     for more information about
these fees.
 
<TABLE>
<CAPTION>
<S>                                                                            <C>     
Maximum sales charge on purchases                                              None    
and reinvested distributions                                                           
 
Deferred sales charge on redemptions                                           None    
 
Redemption fee (as a % of amount redeemed                                              
on shares held less than 180 days)                                                     
 
for Spartan Municipal Income                                                   .50%    
 
for Spartan Aggressive Municipal                                               1.00    
                                                                               %       
 
for all other funds                                                            None    
 
Exchange and wire transaction fees                                             $5.00   
 
Checkwriting fee, per check written (available for Spartan Municipal Money,    $2.00   
Spartan Short-Intermediate Municipal Income, and Spartan Intermediate                  
Municipal Income)                                                                      
 
Account closeout fee                                                           $5.00   
 
Annual account maintenance fee (for accounts under $2,500)                     $12.0   
                                                                               0       
 
</TABLE>
 
THESE FEES ARE WAIVED (except for the redemption fee) if your account
balance at the time of the transaction is $50,000 or more. 
ANNUAL FUND OPERATING EXPENSES are paid out of each fund's assets. Each
fund pays a management fee to FMR. Expenses are factored into each fund's
share price or dividends and are not charged directly to shareholder
accounts (see page ). 
   The following figures on page  are based on historical expenses adjusted
to reflect current fees, and are calculated as a percentage of average net
assets. Each fund has entered into arrangements on behalf of the fund with
its custodian and transfer agent whereby interest earned on uninvested cash
balances is used to reduce custodian and transfer agent expenses.    
EXAMPLES: Let's say, hypothetically, that each fund's annual return is 5%
and that its operating expenses are exactly as described on page . For
every $1,000 you invested, the examples on page  show you how much you
would pay in total expenses after the number of years indicated, first
assuming that you leave your account open, and then assuming that you close
your account at the end of the period. 
These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.
    FMR has voluntarily agreed to reimburse Spartan Municipal Money to the
extent that total operating expenses exceed .40% of its average net assets.
If this agreement were not in effect, the management fee, other expenses,
and total operating expenses would have been .50%, .00%, and .50%
respectively. Expenses eligible for reimbursement do not include interest,
taxes, brokerage commissions, or extraordinary expenses.    
 
SPARTAN MUNICIPAL MONEY
Operating Expenses         Examples   
 
                  Account    Account    
                  open       closed     
 
Management fee (after       .40    %   After 1 year   $   4        $   9        
reimbursement)                                                                  
 
12b-1 fee                None          After 3        $   13       $   18       
                                       years                                    
 
Other expenses            .00%         After 5        $   22       $   27       
                                       years                                    
 
Total fund operating        .40    %   After 10       $   51       $   56       
expenses                               years                                    
 
SPARTAN SHORT-INTERMEDIATE MUNICIPAL    INCOME    
Operating Expenses         Examples   
 
                  Account    Account    
                  open       closed     
 
Management fee             .55    %   After 1 year   $   6        $   11       
 
12b-1 fee               None          After 3        $   18       $   23       
                                      years                                    
 
Other expenses           .00%         After 5        $   31       $   36       
                                      years                                    
 
Total fund operating       .55    %   After 10       $   69       $   74       
expenses                              years                                    
 
SPARTAN INTERMEDIATE MUNICIPAL    INCOME    
Operating Expenses         Examples   
 
                  Account    Account    
                  open       closed     
 
Management fee             .55    %   After 1 year   $   6        $   11       
 
12b-1 fee               None          After 3        $   18       $   23       
                                      years                                    
 
Other expenses             .00    %   After 5        $   31       $   36       
                                      years                                    
 
Total fund operating       .55    %   After 10       $   69       $   74       
expenses                              years                                    
 
SPARTAN MUNICIPAL INCOME
Operating Expenses         Examples   
 
                  Account    Account    
                  open       closed     
 
Management fee             .55    %   After 1 year   $   6        $   11       
 
12b-1 fee               None          After 3        $   18       $   23       
                                      years                                    
 
Other expenses           .00%         After 5        $   31       $   36       
                                      years                                    
 
Total fund operating       .55    %   After 10       $   69       $   74       
expenses                              years                                    
 
SPARTAN AGGRESSIVE MUNICIPAL
Operating Expenses         Examples   
 
                  Account    Account    
                  open       closed     
 
Management fee             .60    %   After 1 year   $   6        $   11       
 
12b-1 fee               None          After 3        $   19       $   24       
                                      years                                    
 
Other expenses           .00%         After 5        $   33       $   38       
                                      years                                    
 
Total fund operating       .60    %   After 10       $   75       $   80       
expenses                              years                                    
 
FINANCIAL HIGHLIGHTS
The tables that follow are included in each fund's Annual Report and have
been audited by Coopers & Lybrand L.L.P., independent accountants. Their
reports on the financial statements and financial highlights are included
in the Annual Reports. The financial statements and financial highlights
are incorporated by reference into (are legally a part of) the funds'
Statement of Additional Information.
   SPARTAN MUNICIPAL MONEY
1.Selected Per-Share Data and Ratios    
 
 
 
<TABLE>
<CAPTION>
<S>                           <C>              <C>              <C>              <C>              <C>              <C>              
   2.Years ended August 
31                               1996             1995             1994             1993             1992             1991C         
 
   3.Income from 
Investment                        .034             .035             .025             .026             .038             .030         
   Operations                                                                                                                 
    Net interest income                                                                            
 
   4.Less Distributions           (.034)           (.035)           (.025)           (.026)           (.038)           (.030)       
    From net interest income                                                                                                  
 
   5.Net asset value, end 
of                               $ 1.000          $ 1.000          $ 1.000          $ 1.000          $ 1.000          $ 1.000       
   period                                                                                                                   
 
   6.Total returnA                3.41%            3.59%            2.50%            2.66%            3.91%            3.03%        
 
   7.Net assets, end of 
period                           $ 2,380          $ 2,206          $ 2,288          $ 1,696          $ 1,303          $ 424         
   (In millions)                                                                                                               
 
   8.Ratio of expenses to         .39%             .40%             .33%             .27%             .20%             .09%B        
   average net assets            B                B                B                B                B                ,D            
 
   9.Ratio of net interest        3.36%            3.53%            2.48%            2.61%            3.67%            4.69%        
   income                                                                                                       D             
   to average net assets                                                                           
 
</TABLE>
 
   A TOTAL RETURNS DO NOT INCLUDE THE ACCOUNT CLOSEOUT FEE AND FOR PERIODS
OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. TOTAL RETURNS WOULD HAVE BEEN
LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
B FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
C FOR THE PERIOD  JANUARY 14, 1991 (COMMENCEMENT OF OPERATIONS) TO AUGUST
31, 1991
D ANNUALIZED
SPARTAN SHORT-INTERMEDIATE MUNICIPAL    
 
 
 
<TABLE>
<CAPTION>
<S>          <C>        <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>  
    10.Selected Per-Share Data and  
 Ratios                                                                  
 
 11.Years 
ended        1996        1995        1994D       1993F       1992E       1991E       1990E       1989E       1988E       1987E      
 August 31                                                                                                                    
 
 12.Net asset 
value,       $ 9.98      $ 9.84      $ 10.0      $ 9.88      $ 9.78      $ 9.52      $ 9.49      $ 9.45      $ 9.51      $ 9.92     
 beginning of 
period       0           0           90          0           0           0           0           0           0           0          
 
 13.Income 
from         .418        .429        .443        .303        .490        .559        .562        .536        .516        .433      
 Investment                                                                                                                   
 Operations                                                                                                                   
  Net interest income                                                                                                    
 
 14. Net 
realized     (.050)      .140        (.240)      .210        .100        .260        .030        .040        (.060)      (.410)    
 and                                                                                                                           
  unrealized gain                                                                                                              
 (loss)                                                                                                                        
 
 15. Total 
from         .368        .569        .203        .513        .590        .819        .592        .576        .456        .023      
 investment                                                                                                                    
  operations                                                                                                                  
 
 16.Less      (.418)      (.429)      (.443)      (.303)      (.490)      (.559)      (.562)      (.536)      (.516)      (.433)    
 Distributions                                                                                                                
  From net interest                                                                                                            
 income                                                                       
 
 17. In excess of 
net           --          --          (.010)      --          --          --          --          --          --          --        
 realized gain                                                                                                              
 
 18. Total   (.418)      (.429)      (.453)      (.303)      (.490)      (.559)      (.562)      (.536)      (.516)      (.433)    
 distributions                                                                                                                 
 
 19.Net asset 
value,       $ 9.93      $ 9.98      $ 9.84      $ 10.0      $ 9.88      $ 9.78      $ 9.52      $ 9.49      $ 9.45      $ 9.51     
 end of 
period       0           0           0           90          0           0           0           0           0           0          
 
 20.Total 
returnB,C     3.75        5.95        2.05        5.25        6.18        8.85        6.42        6.30        4.89        .26%      
             %           %           %           %           %           %           %           %           %                      
 
 21.Net assets, 
end          $ 791       $ 909       $ 1,08      $ 967       $ 659       $ 244       $ 59        $ 58        $ 77        $ 59       
 of period                           3                                                                                        
 (In millions)                                                                                                                
 
 22.Ratio of  .54%        .55%        .47%        .55%        .55%        .55%        .60%        .58%        .35%        .60%      
 expenses to  G                       G           A                       G           G           G           G           G         
 average net assets                                                                                                            
 
 23.Ratio of 
net           4.17        4.38        4.45        4.55        4.95        5.68        5.90        5.69        5.48        4.58      
 interest income 
to           %           %           %           %A          %           %           %           %           %           %          
 average net assets                                                                                                          
 
 24.Portfolio 
turnover     78%         51%         44%         56%A        28%         59%         75%         82%         96%         180%      
 rate                                      
 
</TABLE>
 
   A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE ACCOUNT CLOSEOUT FEE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
D EFFECTIVE SEPTEMBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INTEREST INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
E YEARS ENDED DECEMBER 31
F FOR THE EIGHT MONTHS ENDING AUGUST 31, 1993
G FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
SPARTAN INTERMEDIATE MUNICIPAL    
 
<TABLE>
<CAPTION>
<S>                                                   <C>                <C>                <C>                <C>                
   25.Selected Per-Share Data and Ratios                                                                                          
 
   26.Years ended August 31                              1996               1995               1994D              1993E           
 
   27.Net asset value, beginning of period               $ 10.060           $ 9.840            $ 10.340           $ 10.000        
 
   28.Income from Investment Operations                  .486               .490               .514               .177           
    Net interest income                                                                                                           
 
   29. Net realized and unrealized gain (loss)            (.010)             .220               (.460)             .340           
 
   30. Total from investment operations                   .476               .710               .054               .517           
 
   31.Less Distributions                                 (.486)             (.490)             (.514)             (.177)         
    From net interest income                                                                                                      
 
   32. From net realized gain                             --                 --                 (.010)             --             
 
   33. In excess of net realized gain                     --                 --                 (.030)             --             
 
   34. Total distributions                                (.486)             (.490)             (.554)             (.177)         
 
   35.Net asset value, end of period                     $ 10.050           $ 10.060           $ 9.840            $ 10.340        
 
   36.Total returnB,C                                     4.80%              7.50%              .52%               5.22%          
 
   37.Net assets, end of period (000 omitted)            $ 216,121          $ 219,711          $ 256,269          $ 219,400       
 
   38.Ratio of expenses to average net assets             .50%               .42%               .20%               --F            
                                                         F                  F                  F                                  
 
   39.Ratio of net interest income to average             4.81%              5.04%              5.09%              5.20%          
   net assets                                                                                                     A               
 
   40.Portfolio turnover rate                             64%                44%                69%                95%            
                                                                                                                  A               
 
</TABLE>
 
   A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE ACCOUNT CLOSEOUT FEE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
D EFFECTIVE SEPTEMBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INTEREST INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
E FOR THE PERIOD APRIL 26, 1993 (COMMENCEMENT OF OPERATIONS) TO AUGUST 31,
1993
F FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
SPARTAN MUNICIPAL INCOME    
 
 
 
<TABLE>
<CAPTION>
<S>                             <C>          <C>          <C>          <C>          <C>          <C>          <C>               
    41.Selected Per-Share Data                                                                                                     
 and Ratios             
 
 42.Years ended                  1996         1995         1994C        1993         1992         1991         1990E       
 August 31               
 
 43.Net asset value,            $ 10.180     $ 10.070     $ 11.370     $ 10.710     $ 10.360     $ 9.890      $ 10.000    
 beginning of period                                                                                                            
 
 44.Income from                   .537         .587         .611         .663         .704         .739         .187       
 Investment Operations                                                                                                         
  Net interest income                                                                                                           
 
 45. Net realized and             .039         .189         (.752)       .727         .387         .463         (.120)     
 unrealized                                                                                                                    
  gain (loss)                                                                                                                  
 
 46. Total from                   .576         .776         (.141)       1.390        1.091        1.202        .067       
 investment operations                                                                                                         
 
 47.Less Distributions            (.537)       (.587)       (.611)       (.663)       (.704)       (.739)       (.187)     
  From net interest               F                                                                                          
 income                                                                                                                       
 
 48. From net                     --           (.080)       (.550)       (.070)       (.040)       --           --         
 realized gain                                                                                                                
 
 49. Total                        (.537)       (.667)       (1.161)      (.733)       (.744)       (.739)       (.187)     
 distributions                                                                                                                 
 
 50. Redemption fees              .001         .001         .002         .003         .003         .007         .010       
 added                                                                                                                     
  to paid in capital                                                                                                     
 
 51.Net asset value,             $ 10.220     $ 10.180     $ 10.070     $ 11.370     $ 10.710     $ 10.360     $ 9.890     
 end of period                                                                                                              
 
 52.Total returnA,B               5.74         8.20         (1.42)       13.55        10.93        12.65        .76        
                                 %            %            %            %            %            %            %           
 
 53.Net assets, end of           $ 540,98     $ 574,05     $ 680,17     $ 912,71     $ 870,66     $ 550,93     $ 93,118    
 period                         3            6            6            0            4            0                             
 (000 omitted)                                                                                                             
 
 54.Ratio of expenses             .54%         .55          .55          .47%         .36%         .23%         --D,       
 to                              D            %            %            D            D            D            G           
 average net assets                                                                                                            
 
 55.Ratio of net                  5.18         5.99         5.76         6.09         6.68         7.24         7.91%      
 interest income to              %            %            %            %            %            %            G           
 average net assets                                                                                                           
 
 56.Portfolio turnover            49           69           48           50           62           78           116%       
 rate                            %            %            %            %            %            %            G 
              
 
</TABLE>
 
   A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
B TOTAL RETURNS DO NOT INCLUDE THE ACCOUNT CLOSEOUT FEE.
C EFFECTIVE SEPTEMBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME, 
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INTEREST INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
D FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD HAVE
BEEN HIGHER.
E FOR THE PERIOD JUNE 4, 1990 (COMMENCEMENT OF OPERATIONS) TO AUGUST
31,1990
F THE AMOUNTS SHOWN REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK TO
TAX DIFFERENCES.
G ANNUALIZED
SPARTAN AGGRESSIVE MUNICIPAL    
 
<TABLE>
<CAPTION>
<S>                                               <C>               <C>               <C>               <C>               
   57.Selected Per-Share Data and Ratios                                                                                  
 
   58.Years ended August 31                          1996              1995              1994D             1993E          
 
   59.Net asset value, beginning of period           $ 9.930           $ 9.790           $ 10.350          $ 10.000       
 
   60.Income from Investment Operations              .566              .602              .603              .209          
    Net interest income                                                                                                   
 
   61. Net realized and unrealized gain               (.034)            .125              (.564)            .346          
   (loss)                                                                                                                 
 
   62. Total from investment operations               .532              .727              .039              .555          
 
   63.Less Distributions                             (.566)            (.602)            (.603)            (.209)        
    From net interest income                                                                                              
 
   64. From net realized gain                         --                --                (.010)            --            
 
   65. In excess of net realized gain                 --                --                (.010)            --            
 
   66. Total distributions                            (.566)            (.602)            (.623)            (.209)        
 
   67. Redemption fees added to paid in               .004              .015              .024              .004          
   capital                                                                                                                
 
   68.Net asset value, end of period                 $ 9.900           $ 9.930           $ 9.790           $ 10.350       
 
   69.Total returnB,C                                 5.48%             7.97%             .61%              5.64%         
 
   70.Net assets, end of period (000                 $ 91,319          $ 74,563          $ 61,673          $ 17,267       
   omitted)                                                                                                               
 
   71.Ratio of expenses to average net                .60%              .60%              .60%              .60%A         
   assets                                                                                                                 
 
   72.Ratio of net interest income to                 5.65%             6.24%             6.03%             6.24%A        
   average net assets                                                                                                     
 
   73.Portfolio turnover rate                         45%               51%               64%               53%A          
 
</TABLE>
 
   A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
C TOTAL RETURNS DO NOT INCLUDE THE ACCOUNT CLOSEOUT FEE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D EFFECTIVE SEPTEMBER 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INTEREST INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
E FOR THE PERIOD APRIL 29, 1993 (COMMENCEMENT OF SALE OF SHARES) TO AUGUST
31, 1993    
PERFORMANCE
Mutual fund performance can be measured as TOTAL RETURN or YIELD. The total
returns that follow are based on historical fund results and do not reflect
the effect of any transaction fees you may have paid. The figures would be
lower if fees were taken into account.
Each fund's fiscal year runs from September 1 through August 31. The tables
below show each fund's performance over past fiscal years    with each bond
fund's     compared to different measures, including a comparative index
and competitive funds average.    For Spartan Short-Intermediate Municipal
and Spartan Intermediate Municipal, data for the comparative indexes is
available only from June 30, 1993 to the present. Data for the comparative
index for Spartan Aggressive Municipal is available only from September 1,
1995 to the present.     The charts        on page   s  and      present
calendar year performance    for the bond funds, and do not reflect the
effect of the $5 account closeout fee.
TOTAL RETURNS
Average Annual Total Return          Cumulative Total Return       
 
 
<TABLE>
<CAPTION>
<S>                           <C>            <C>             <C>              <C>             <C>             <C>               
   Fiscal periods ended          Past 1         Past 5          Life of          Past 1          Past 5          Life of       
   August 31, 1996               year           years           fund             year            years           fund           
 
Spartan Municipal              3.41          3.21            3.39             3.41%           17.14           20.68         
Money                          %             %               % A                              %               % A           
 
Spartan                        3.75             5.31         5.05             3.75%           29.53           61.19         
Short-Intermediate             %                %            %B                               %               %B            
Municipal Income                                                                                             
 
Lehman Brothers 1-5               3.90       n/a             n/a                 3.90%        n/a             n/a           
Year                              %                                                                                 
Municipal Bond Index                                                                                         
 
Lipper Short                      3.33          5.54         n/a                 3.33    %       30.93        n/a           
Municipal Debt                        %         %                                                %    C                    
Funds Average                                                                                                
 
Spartan Intermediate             4.80           n/a          5.36                4.80%           n/a          19.15         
Municipal                        %                           %C                                                  %    C     
Income                                                                                                       
 
Lehman Brothers               4.52              n/a          n/a              4.52%              n/a          n/a           
1-17 Year                     %                                                                                    
Municipal Bond Index                                                                                         
 
Lipper Intermediate             3.89           n/a             n/a              3.89    %        n/a            n/a        
Municipal Debt Funds            %                                                                                 
Average                                                                                                      
 
Spartan Municipal            5.74              7.28         7.95             5.74%            42.08          61.26         
Income                       %                 %            %D                                %              %D            
 
Lehman Brothers                 5.24        7.43            n/a                 5.24%         43.10          n/a           
Municipal                       %           %                                                 %                            
Bond Index                                                                                                   
 
Lipper General                  4.68           6.93            n/a              4.68    %        39.84          n/a        
Municipal Debt Funds                %          %                                                 %                         
Average                                                                                                      
 
Spartan Aggressive              5.48        n/a             5.88                5.48%         n/a            21.04         
Municipal                       %                           %E                                               %E            
 
Lehman Brothers              5.24              n/a          n/a              5.24%            n/a            n/a           
Municipal                    %                                                                                    
Bond Index                                                                                                   
 
Lipper High Yield               5.43           n/a          n/a                 5.43%            n/a         n/a           
Municipal Debt Funds            %                                                                                  
Average                                                                                                      
 
</TABLE>
 
   A FROM JANUARY 14, 1991
B FROM DECEMBER 24, 1986
C FROM APRIL 26, 1993
D FROM JUNE 4, 1990
E FROM APRIL 29, 1993    
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in a fund over a given
period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results. 
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. When a money
market fund yield assumes that income earned is reinvested, it is called an
EFFECTIVE YIELD. A TAX-EQUIVALENT YIELD shows what an investor would have
to earn before taxes to equal a tax-free yield. Yields for the bond funds
are calculated according to a standard that is required    for all stock
and bond funds. Because this differs from other accounting methods, the
quoted yield may not equal the income actually paid to shareholders.
THE LEHMAN BROTHERS MUNICIPAL BOND INDEX is a total return performance
benchmark for investment-grade municipal bonds with maturities of at least
one year.
    THE LEHMAN BROTHERS 1-5 YEAR MUNICIPAL BOND INDEX    is a total return
performance benchmark for     investment-grade municipal bonds with
maturities between one and five years.
UNDERSTANDING
PERFORMANCE
YIELD illustrates the income 
earned by a fund over a 
recent period. Seven-day 
yields are the most common 
illustration of money market 
performance. 30-day yields 
are usually used for bond 
funds. Yields change daily, 
reflecting changes in interest 
rates.
TOTAL RETURN reflects both the 
reinvestment of income and 
capital gain distributions, and 
any change in a fund's share 
price.
(checkmark)
       THE LEHMAN BROTHERS 1-17 YEAR MUNICIPAL BOND INDEX    is a total
return performance benchmark for investment-grade municipal bonds with
maturities between one and 17 years.
Unlike the bond fund's returns, the total returns of each comparative index
do not include the effect of any brokerage commissions, transaction fees,
or other costs of investing.    
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. government.
The competitive funds averages are the Lipper Short Municipal Debt Funds
Average for Spartan Short-Intermediate Municipal Income, the Lipper
Intermediate Municipal Debt Funds Average for Spartan Intermediate
Municipal Income, the Lipper General Municipal Debt Funds Average for
Spartan Municipal Income and Lipper High Yield Municipal Debt Funds Average
for Spartan Aggressive Municipal, which currently reflect the performance
of over    26, 147, 237, and 43     with similar investment objectives,
respectively. These averages, published by Lipper Analytical Services,
Inc., exclude the effect of sales charges.
The funds' recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.   
SPARTAN SHORT-INTERMEDIATE MUNICIPAL INCOME
Calendar year total returns  1987 1988 1989 1990 1991 1992 1993 1994 1995
Spartan Short-Intermediate  .26% 4.89% 6.30% 6.42% 8.85% 6.18% 7.12% -0.09
% 8.47%
Lipper Short Municipal Debt Funds Average 2.56% 5.94% 7.36% 6.53% 9.15%
6.92% 7.42
% -.84% 8.32%
Lehman Brothers 1-5 Year Municipal Bond Index n/a n/a n/a n/a n/a n/a 
n/a .48% 9.02%
Consumer Price Index  4.43% 4.42% 4.65% 6.11% 3.06% 2.90% 2.75% 2.67% 2.54
%
Percentage (%)    
Row: 1, Col: 1, Value: 0.0
Row: 2, Col: 1, Value: 0.26
Row: 3, Col: 1, Value: 4.89
Row: 4, Col: 1, Value: 6.3
Row: 5, Col: 1, Value: 6.42
Row: 6, Col: 1, Value: 8.850000000000001
Row: 7, Col: 1, Value: 6.18
Row: 8, Col: 1, Value: 7.119999999999999
Row: 9, Col: 1, Value: -0.09
Row: 10, Col: 1, Value: 8.470000000000001
   (LARGE SOLID BOX) Spartan 
Short-
 
Intermediate 
Municipal
 
Income
SPARTAN INTERMEDIATE MUNICIPAL INCOME
Calendar year total returns         1994 1995
Spartan Intermediate Municipal Income         
- -5.03% 14.44%
Lipper Intermediate Municipal Debt Funds Average       
- -3.51% 12.89%
Lehman Brothers 1-17 Year Municipal Bond Index       
- -3.36% 14.91%
Consumer Price Index         2.67% 2.54
%
Percentage (%)    
Row: 1, Col: 1, Value: 0.0
Row: 2, Col: 1, Value: 0.0
Row: 3, Col: 1, Value: 0.0
Row: 4, Col: 1, Value: 0.0
Row: 5, Col: 1, Value: 0.0
Row: 6, Col: 1, Value: 0.0
Row: 7, Col: 1, Value: 0.0
Row: 8, Col: 1, Value: 0.0
Row: 9, Col: 1, Value: -5.03
Row: 10, Col: 1, Value: 14.44
   (LARGE SOLID BOX) Spartan 
 
Intermediate 
 
Municipal 
Income
SPARTAN MUNICIPAL INCOME
Calendar year total returns      1991 1992 1993 1994 1995
Spartan Municipal Income      12.69% 8.38% 14.31% -8.1
0% 18.58%
Lipper General Municipal Debt Funds Average     12.09% 8.79
% 12.47% -6.5% 16.84% 
Lehman Brothers Municipal Bond Index      12.14% 8.81
% 12.29% -5.17% 17.45%
Consumer Price Index      3.06% 2.90% 2.75% 2.67% 2.54
%
Percentage (%)    
Row: 1, Col: 1, Value: 0.0
Row: 2, Col: 1, Value: 0.0
Row: 3, Col: 1, Value: 0.0
Row: 4, Col: 1, Value: 0.0
Row: 5, Col: 1, Value: 0.0
Row: 6, Col: 1, Value: 12.69
Row: 7, Col: 1, Value: 8.380000000000001
Row: 8, Col: 1, Value: 14.31
Row: 9, Col: 1, Value: -8.1
Row: 10, Col: 1, Value: 18.58
   (LARGE SOLID BOX) Spartan 
 
Municipal 
 
Income
SPARTAN AGGRESSIVE MUNICIPAL
Calendar year total returns         1994 1995
Spartan Aggressive Municipal         -6.11
% 17.73%
Lipper High Yield Municipal Debt         
4.67% 15.98%
Lehman Brothers Municipal Bond Index         
- -5.17 17.45
Consumer Price Index         2.67% 2.54
%
Percentage (%)    
Row: 1, Col: 1, Value: 0.0
Row: 2, Col: 1, Value: 0.0
Row: 3, Col: 1, Value: 0.0
Row: 4, Col: 1, Value: 0.0
Row: 5, Col: 1, Value: 0.0
Row: 6, Col: 1, Value: 0.0
Row: 7, Col: 1, Value: 0.0
Row: 8, Col: 1, Value: 0.0
Row: 9, Col: 1, Value: -6.109999999999999
Row: 10, Col: 1, Value: 17.73
   (LARGE SOLID BOX) Spartan 
 
Aggressive 
 
Municipal    
THE FUNDS IN DETAIL
 
 
CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified goal. Spartan Municipal Money is
currently a diversified fund of Fidelity Union Street Trust II. Spartan
Short-Intermediate Municipal Income, Spartan Intermediate Municipal Income,
Spartan Municipal Income, and Spartan Aggressive Municipal are currently
non-diversified funds of Fidelity Union Street Trust. Both trusts are
open-end management investment companies. Fidelity Union Street Trust II
was organized as a Delaware business trust on June 20, 1991. Fidelity Union
Street Trust was organized as a Massachusetts business trust on March 1,
1974. There is a remote possibility that one fund might become liable for a
misstatement in the prospectus about another fund.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the funds' activities,
review contractual arrangements with companies that provide services to the
funds, and review the funds' performance. The majority of trustees are not
otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove trustees, change fundamental
policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by proxy.
Fidelity will mail proxy materials in advance, including a voting card and
information about the proposals to be voted on. For Spartan Municipal
Money, you are entitled to one vote for each share you own. For each bond
fund, the number of votes you are entitled to is based upon the dollar
value of your investment.
FMR AND ITS AFFILIATES
The funds are managed by FMR, which chooses their investments and handles
   their business affairs. FMR Texas, l    ocated in Irving, Texas, has
primary responsibility for providing investment management services for
   Spartan Municipal Money    .
Norman Lind is manager and Vice President of Spartan Short-Intermediate
Municipal Income Fund and Spartan Intermediate Municipal Income Fund, both
of which he has managed since October 1995. Mr. Lind also manages Advisor
Short-Intermediate Municipal Income Fund, New York Municipal Income Fund,
New York Insured Municipal Income Fund, Spartan New York Intermediate
Municipal Income Fund, and Spartan New York Municipal Income Fund.
Previously, he managed Spartan Municipal Income Fund, and he served as a
municipal research analyst. Mr. Lind joined Fidelity in 1986.
David Murphy is manager and Vice President of Spartan Municipal Income
Fund, which he has managed since October 1995. Mr. Murphy also manages
   Michigan Municipal Income, Municipal     Income, Limited Term Municipal
Income Fund, and Advisor Intermediate Municipal Income Fund. Previously he
managed Spartan Short-Intermediate Municipal Income Fund, Spartan
Intermediate Municipal Income Fund, Spartan New Jersey Municipal Income
Fund, Spartan New York Intermediate Municipal Income Fund, and Advisor
Short-Intermediate Municipal Income Fund. Mr. Murphy joined Fidelity in
1989.
Tanya Roy is manager of Spartan Aggressive Municipal, which she has managed
since October 1995. Ms. Roy also manages Advisor High Income Municipal Fund
and Aggressive Municipal Fund. Previously, she managed Municipal Bond Fund
and was a municipal bond analyst. Ms. Roy joined Fidelity in 1989.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corp. (FDC) distributes and markets Fidelity's funds
and services. Fidelity Service Co. (FSC) performs transfer agent servicing
functions for the funds.
FMR Corp. is the ultimate parent company of FMR and FMR Texas. Members of
the Edward C. Johnson 3d family are the predominant owners of a class of
shares of common stock representing approximately 49% of the voting power
of FMR Corp. Under the Investment Company Act of 1940 (the 1940 Act),
control of a company is presumed where one individual or group of
individuals owns more than 25% of the voting stock of that company;
therefore, the Johnson family may be deemed under the 1940 Act to form a
controlling group with respect to FMR Corp.
UMB Bank, n.a.,    (UMB)     is each fund's transfer agent, although it
employs FSC to perform these functions for each fund. UMB is located at
1010 Grand Avenue, Kansas City, Missouri.
A broker-dealer may use a portion of the commissions paid by the    bond
funds, to reduce custodian or transfer agent fees for the funds. FMR may
use     its broker-dealer affiliates and other firms that sell fund shares
to carry out a fund's transactions, provided that the fund receives
brokerage services and commission rates comparable to those of other
broker-dealers. 
INVESTMENT PRINCIPLES AND RISKS
EACH FUND'S INVESTMENT APPROACH
EACH FUND seeks high current income that is free from federal income tax.
Their strategies and levels of risk in pursuing this objective are
different.
SPARTAN MUNICIPAL MONEY seeks to maintain a $1.00 share price by investing
in high-quality, short-term municipal securities of all types. The fund
normally invests so that at least 80% of its income is free from federal
income tax.
When you sell your shares of the money market fund, they should be worth
the same amount as when you bought them. Of course, there is no guarantee
that the fund will maintain a stable $1.00 share price. The money market
fund follows industry-standard guidelines on the quality and maturity of
its investments, which are designed to help maintain a stable $1.00 share
price. The fund will purchase only high-quality securities that FMR
believes present minimal credit risks and will observe maturity
restrictions on securities it buys. In general, securities with longer
maturities are more vulnerable to price changes, although they may provide
higher yields. It is possible that a major change in interest rates or a
default on the fund's investments could cause its share price (and the
value of your investment) to change.
   Spartan Municipal Money may not use investment techniques which are
inconsistent with the fund's goal of maintaining a stable share price.    
SPARTAN SHORT-INTERMEDIATE MUNICIPAL    INCOME     stresses preservation of
capital by investing in investment grade municipal securities under normal
conditions. Although the fund can invest in securities of any maturity, the
fund, under normal conditions, maintains a dollar-weighted average maturity
of between two and five years.    As of August 31, 1996, the fund's
dollar-weighted average maturity was approximately 3.3 years.     The fund
normally invests so that 80% or more of its income is free from federal
income tax.
SPARTAN INTERMEDIATE MUNICIPAL    INCOME     invests in investment-grade
municipal securities under normal conditions. Although the fund can invest
in securities of any maturity, the fund maintains a dollar-weighted average
maturity of between three to 10 years under normal conditions. FMR seeks to
manage the fund so that it generally reacts to changes in interest rates
similarly to municipal bonds with maturities between seven and 10 years.
   As of August 31, 1996, the fund's dollar-weighted average maturity was
approximately 7.8 years.     The fund normally invests so that at least 80%
of its assets are invested in municipal securities whose interest is free
from federal income tax.
SPARTAN MUNICIPAL INCOME invests in investment grade municipal securities
under normal conditions. Although the fund can invest in securities of any
maturity, FMR seeks to manage the fund so that it generally reacts to
changes in interest rates similarly to municipal bonds with maturities
between eight and 18 years.    As of August 31, 1996, the fund's
dollar-weighted average maturity was approximately 13.8 years.     The fund
normally invests so that at least 80% of its income is free from federal
income tax.
SPARTAN AGGRESSIVE MUNICIPAL invest   s     in municipal securities of any
quality under normal conditions. Since the fund can emphasize lower quality
securities, FMR's research and analysis are an integral part of choosing
the fund   '    s investments. Although the fund can invest in securities
of any maturity, FMR seeks to manage the fund so that it generally reacts
to changes in interest rates similarly to municipal bonds of comparable
quality with maturities between 12 and 20 years.    As of August 31, 1996,
the fund's dollar-weighted average maturity was approximately 15 years.
    The fund normally invests so that at least 80% of its assets are
invested in municipal securities whose interest is free from federal income
tax.
The money market fund stresses income, preservation of capital, and
liquidity. The bond funds seek to provide a higher level of income by
investing in a broader range of securities. 
The total return from a bond is a combination of income and price gains or
losses. While income is the most important component of bond returns over
time, the bond funds' emphasis on income does not mean that a fund invests
only in the highest-yielding bonds available, or that it can avoid risks to
principal. In selecting investments for a fund, FMR considers a bond's
income potential together with its potential for price gains or losses. FMR
focuses on assembling a portfolio of income-producing securities that it
believes will provide the best tradeoff between risk and return within the
range of securities that are eligible investments for the fund.
Each fund's yield and each bond fund's share price change daily and are
based on interest rates, market conditions, other economic and political
news, and on the quality and maturity of its investments. In general, bond
prices rise when interest rates fall, and vice versa. This effect is
usually more pronounced for longer-term securities. Lower-quality
securities offer higher yields, but also carry more risk. FMR may use
various investment techniques to hedge a portion of the bond funds' risks,
but there is no guarantee that these strategies will work as intended. When
you sell your shares of the bond funds, they may be worth more or less than
what you paid for them.
If you are subject to the federal alternative minimum tax, you should note
that each fund may invest all of its assets in municipal securities issued
to finance private activities. The interest from these investments is a
tax-preference item for purposes of the tax.
FMR normally invests each fund's assets according to its investment
strategy. The funds do not expect to invest in    federally taxable
obligations, and the bond funds do not expect to invest in state taxable
obligations. Each fund also     reserves the right to invest without
limitation in short-term instruments, to hold a substantial amount of
uninvested cash, or to invest more than normally permitted in federally
taxable obligations for temporary, defensive purposes.
SECURITIES AND INVESTMENT PRACTICES
The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related risks.
Any restrictions listed supplement those discussed earlier in this section.
A complete listing of each fund's limitations and more detailed information
about each fund's investments are contained in the fund's SAI. Policies and
limitations are considered at the time of purchase; the sale of instruments
is not required in the event of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that they are consistent with a fund's investment
objective and policies and that doing so will help a fund achieve its goal.
Fund holdings and recent investment strategies are detailed in each fund's
financial reports, which are sent to shareholders twice a year. For a free
SAI or financial report, call 1-800-544-8888.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. In
general, bond prices rise when interest rates fall, and vice versa. Debt
securities have varying degrees of quality and varying levels of
sensitivity to changes in interest rates. Longer-term bonds are generally
more sensitive to interest rate changes than short-term bonds.
   Investment-grade debt securities are medium and high quality securities.
Some, however, may possess speculative characteristics and may be more
sensitive to economic changes and to changes in the financial condition of
issuers.
Lower-quality debt securities are co    nsidered to have speculative
characteristics, and involve greater risk of default or price changes due
to changes in the issuer's creditworthiness, or they may already be in
default. The market prices of these securities may fluctuate more than
higher quality securities and may decline significantly in periods of
general or regional economic difficulty.
The table on page  provides a summary of ratings assigned to debt holdings
(not including money market instruments) in the Spartan Aggressive
Municipal's portfolio. These figures are dollar-weighted averages of
month-end portfolio holdings during fiscal 1996, and are presented as a
percentage of total security investments. These percentages are historical
and do not necessarily indicate a fund's current or future debt holdings.
       RESTRICTIONS: Spartan Short-Intermediate Municipal    Income    ,
Spartan Intermediate Municipal    Income    , and Spartan Municipal Income
normally invest in investment-grade securities, but reserve the   
right     to invest up to 5% of their assets in below investment-grade
securities (sometimes called "municipal junk bonds"). A security is
considered to be investment-grade if it is rated investment grade by
Moody's Investors Service, Standard and Poor's, Duff & Phelps Credit Rating
Co., or Fitch Investors Service, L.P. or is unrated but judged by FMR to be
of equivalent quality. Spartan Aggressive Municipal Fund does not currently
intend to invest    more     than 10% of its total assets in bonds that are
in default.
   SPARTAN AGGRESSIVE MUNICIPAL
Fiscal 1996 Debt Holdings, by Rating     MOODY'S 
 INVESTORS SERVICE STANDARD & POOR'S
 (AS A % OF INVESTMENTS) (AS A % OF 
INVESTMENTS)
 Rating  Average  Rating  Average 
INVESTMENT GRADE    
Highest quality Aaa    25.81    % AAA    24.38    %
High quality Aa    3.80    % AA    3.51    %
Upper-medium grade A    12.27    % A    12.64    %
Medium grade Baa    15.53    % BBB    19.47    %
LOWER QUALITY    
Moderately speculative Ba    7.54    % BB    10.01    %
Speculative B    0.10    % B    .70    %
Highly speculative Caa    0.00    % CCC    0.00    %
Poor quality Ca    0.00    % CC    0.00    %
Lowest quality, no interest C  C 
In default, in arrears --  D    0.00    %
     65.05    %     70.71    %
 (AS A % OF INVESTMENTS)
SECURITIES NOT RATED BY MOODY'S OR S&P(dagger) 
Investment Grade (double dagger)    1.42    %
Lower Quality (double dagger)    16.85    %
Total    18.27    %
(dagger) THE DOLLAR-WEIGHTED AVERAGE PERCENTAGES REFLECTED IN THE TABLE MAY 
INCLUDE SECURITIES RATED BY OTHER NATIONALLY RECOGNIZED RATING SERVICES, AS 
WELL AS UNRATED SECURITIES.
(double dagger) AS DETERMINED BY FMR
       
MUNICIPAL SECURITIES are issued to raise money for a variety of public or
private purposes, including general financing for state and local
governments, or financing for specific projects or public facilities. They
may be issued in anticipation of future revenues, and may be backed by the
full taxing power of a municipality, the revenues from a specific project,
or the credit of a private organization. The value of some or all municipal
securities may be affected by uncertainties in the municipal market related
to legislation or litigation involving the taxation of municipal securities
or the rights of municipal securities holders. A fund may own a municipal
security directly or through a participation interest.
CREDIT SUPPORT. Issuers may employ various forms of credit enhancement,
including letters of credit, guarantees, or insurance from a bank,
insurance company, or other entity. These arrangements expose the fund to
the credit risk of the entity. In the case of foreign entities, extensive
public information about the entity may not be available and the entity may
be subject to unfavorable political, economic, governmental developments
which might affect its ability to honor its commitment.
MONEY MARKET SECURITIES are high    quality, short term instruments
issued     by municipalities, local and state governments, and other
entities. These    securities may carry fixed, variable, or     floating
interest rates. Some money market securities employ a trust or similar
structure to modify the maturity, price characteristics, or quality of
financial assets so that they are eligible investments for money market
funds. If the structure does not perform as intended, adverse tax or
investment consequences may result.
ASSET   -    BACK   ED     SECURITIES include interests in pools of
purchase contracts, financing leases, or sales agreements entered into by
municipalities. These securities usually rely on continued payments by a
municipality, and may also be subject to prepayment risk.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a benchmark
rate changes. Inverse floaters have interest rates that move in the
opposite direction from a benchmark, making the security's market value
more volatile.
RESTRICTIONS:    Spartan Municipal Money     may not purchase certain types
of variable and floating rate securities which are inconsistent with the
funds goal of maintaining a stable share price.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire land,
equipment, or facilities. If the municipality stops making payments or
transfers its obligations to a private entity, the obligation could lose
value or become taxable.
OTHER MUNICIPAL SECURITIES may include obligations of U.S. territories and
possessions such as Guam, the Virgin Islands, and Puerto Rico, and their
political subdivisions and public corporation   s    .
PUT FEATURES entitle the holder to put (sell back) a security to the issuer
or a   nother party    . In exchange for this benefit, a fund may accept a
lower interest rate.    The credit quality of the investment may be
affected by the creditworthiness of the put provider.     Demand
features   ,     standby commitments    and tender options     are types of
put features.
PRIVATE ENTITIES may be involved in some municipal securities. For example,
industrial revenue bonds are backed by private entities, and resource
recovery bonds often involve private corporations. The viability of a
project or tax incentives could affect the value and credit quality of
these securities.
ADJUSTING INVESTMENT EXPOSURE. A fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, commodity prices, or other factors that affect security values.
These techniques may involve derivative transactions such        as,   
    buying and selling options and futures contracts, entering into swap
agreements and purchasing indexed securities.
FMR can use these practices to adjust the risk and return characteristics
of a fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with a
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of a fund and may involve a small investment of
cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of some illiquid securities and some other securities may be
subject to legal restrictions. Difficulty in selling securities may result
in a loss or may be costly to a fund. 
RESTRICTIONS:    A fund     may not purchase a security if, as a result,
more than 10% of its assets would be invested in illiquid securities. 
WHEN-ISSUED AND DELAYED-DELIVERY TRANSACTIONS are trading practices in
which payment and delivery for the securities take place at a future date.
The market value of a security could change during this period.
   CASH MANAGEMENT. A fund may invest in money market securities, and in a
money market fund, available only to funds and accounts managed by FMR or
its affiliates whose goal is to seek a high level of current income exempt
from federal income tax while maintaining a stable $1.00 share price. A
major change in interest rates or a default on the money market fund's
investments could cause its share price to change.    
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry or type of
project. Economic, business, or political changes can affect all securities
of a similar type. A fund that is not diversified may be more sensitive to
changes in the market value of a single issuer or industry.
RESTRICTIONS: With respect to 75% of total assets, Spartan Municipal Money
may not invest more than 5% of its total    assets in any one issuer.
Spartan Short-Intermediate Municipal Income, Spartan Intermediate Municipal
Income,     Spartan Municipal Income, and Spartan Aggressive Municipal are
all considered non-diversified. Generally, to meet federal requirements at
the close of each quarter, a fund does not invest more than 25% of its
total assets in any one issuer and, with respect to 50% of total assets,
does not invest more than 5% of its total assets in any one issuer. These
limitations do not apply to U.S. government securities   .     A fund may
invest more than 25% of its total assets in tax free securities that
finance similar types of projects.
BORROWING. Each fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If a fund borrows money, its
share price may be subject to greater fluctuation until the borrowing is
paid off. If a fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: Each fund may borrow only for temporary or emergency
purposes, but not in an amount exceeding 331/3% of its total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval. 
SPARTAN MUNICIPAL MONEY seeks as high level of federally tax-exempt income
as is consistent with the preservation of capital and liquidity. The fund
will normally invest so that at least 80% of its income is free f   r    om
federal income tax. 
   With respect to 75% of its total assets, the fund may not purchase a
security if, as a result, more than 5% would be invested in the securities
of any one issuer.
SPARTAN SHORT-INTERMEDIATE MUNICIPAL INCOME     seeks as high a level of
current income, exempt from federal income tax, as is consistent with
preservation of capital by investing primarily in short term municipal
obligations. The fund will normally invest so that at least 80% of its
income is free from federal income tax.
SPARTAN INTERMEDIATE MUNICIPAL INCOME seeks high current income that is
exempt from federal income tax, by investing in municipal obligations. The
fund will normally invest so that at least 80% if its assets are invested
in municipal securities whose interest is free from federal income tax.
SPARTAN MUNICIPAL    INCOME     seeks high current income by investing
primarily in municipal securities. The fund will normally invest so that at
least 80% of its income is free from federal income tax.
SPARTAN AGGRESSIVE MUNICIPAL seeks a high current yield that is exempt from
federal income tax. The fund will normally invest so that at least 80% of
its assets are invested in municipal securities whose interest is free from
federal income tax.
EACH FUND may borrow solely for temporary or emergency purposes, but not in
an amount exceeding 33% of its total assets.
BREAKDOWN OF EXPENSES 
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of a fund's assets are reflected in its share
price or dividends; they are neither billed directly to shareholders nor
deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to an affiliate who provides
assistance with these services for Spartan Municipal Money.
FMR may, from time to time, agree to reimburse the funds for management
fees above a specified limit. FMR retains the ability to be repaid by a
fund if expenses fall below the specified limit prior to the end of the
fiscal year. Reimbursement arrangements, which may be terminated at any
time without notice, can decrease a fund's expenses and boost its
performance.
MANAGEMENT FEE 
The management fee is calculated and paid to FMR every month. The table
below, shows the annual rate of each funds management fee as a percentage
of average net assets for the fiscal year ended 1996.
FMR has voluntarily agreed to limit Spartan Municipal Money's total
operating expenses to an annual rate of .40% of average net assets for
   the     fiscal    year ended     1996.
   MANAGEMENT AND TRANSACTION FEES
MANAGEMENT FEES          TRANSACTIONS FEES       
 
 
<TABLE>
<CAPTION>
<S>             <C>                  <C>                 <C>            <C>             <C>         <C>            
                   Before               After               Exchang        Closeout        Wire        Checkwriti       
                   reimbursement        reimbursemen        e                                          ng               
                   t                                                                                       
 
   Spartan         .50%                 .40%                 $10,4          $2,6           $2,30          $14,2       
   Municipal                                                 44             84             5              81          
   Money                                                                                                        
 
   Spartan 
Short-             .55%                  n/a                 $7,79          $2,3          $590           $1,65       
   Intermediate                                              0              35                           3           
   Municipal                                                                                                    
 
   Spartan         .55%                  .50%                $1,80          $685          $545           $446        
   Intermediate                                              5                                                       
   Municipal                                                                                                    
 
   Spartan         .55%                  n/a                 $3,85          $1,7          $425           n/a         
   Municipal                                                 5              65                                       
   Income                                                                                                       
 
   Spartan         .60%                  n/a                 $665           $175          $45            n/a         
   Aggressive                                                                                                  
   Municipal                                                                                                    
 
</TABLE>
 
FMR HAS A SUB-ADVISORY AGREEMENT with F   MR Texas    , which has primary
responsibility for providing investment management for    Spartan Municipal
Money    , while FMR retains responsibility for providing other management
services. FMR pays    FMR Texas     50% of its management fee (before
expense reimbursements) for these services. 
FSC performs many transaction and accounting functions for the funds. These
services include processing shareholder transactions and calculating each
fund's share price. FMR, and not the funds, pays for these services. 
To offset shareholder service costs, FMR or its affiliates also collect the
funds    $5.00 exchange fee,     $5.00 account close out fee, $5.00 fee for
wire purchases and redemptions, and for Spartan Municipal Money, Spartan   
    Short-Intermediate Municipal Income, and Spartan Intermediate Municipal
Income, the $2.00 check writing charge. The table    on page      shows
what these fees amounted for    the     fiscal    year ended     1996. 
Each fund has adopted a Distribution and Service Plan. These plans
recognize that FMR may use its resources, including management fees, to pay
expenses associated with the sale of fund shares. This may include payments
to third parties, such as banks or broker-dealers, that provide shareholder
support services or engage in the sale of the fund's shares. It is
important to note, however, that the funds do not pay FMR any separate fees
for this service.
The table below shows each fund's turnover rate for    the     fiscal
   year ended     1996. These rates vary from year to year.
   PORTFOLIO TURNOVER RATES
Spartan Municipal Money n/a
Spartan Short-Intermediate Municipal 78%
Spartan Intermediate Municipal 64%
Spartan Municipal Income 49%
Spartan Aggressive Municipal 45%    
YOUR ACCOUNT
 
 
DOING BUSINESS WITH FIDELITY
Fidelity Investments was established in 1946 to manage one of America's
first mutual funds. Today, Fidelity is the largest mutual fund company in
the country, and is known as an innovative provider of high-quality
financial services to individuals and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, Fidelity Brokerage Services,
Inc. (FBSI). Fidelity is also a leader in providing tax-sheltered
retirement plans for individuals investing on their own or through their
employer.
Fidelity is committed to providing investors with practical information to
make investment decisions. Based in Boston, Fidelity provides customers
with complete service 24 hours a day, 365 days a year, through a network of
telephone service centers around the country. 
To reach Fidelity for general information, call these numbers:
(small solid bullet) For mutual funds, 1-800-544-8888
(small solid bullet) For brokerage, 1-800-544-7272
If you would prefer to speak with a representative in person, Fidelity has
over 80 walk-in Investor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in a fund or, if you own or intend to
purchase individual securities as part of your total investment portfolio,
you may consider investing in a fund through a brokerage account.
If you are investing through FBSI or another financial institution or
investment professional, refer to its program materials for any special
provisions regarding your investment in the fund.
   The different ways to set up (register) your account with Fidelity are
listed in the table that follows.    
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS 
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA) 
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS 
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST 
FOR MONEY BEING INVESTED BY A TRUST 
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION 
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
EACH FUND'S SHARE PRICE, called net asset value (NAV), is calculated every
business day. Spartan Municipal Money is managed to keep its share price
stable at $1.00. Each fund's shares are sold without a sales charge.
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page . If there is no application accompanying this
prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Mail in an application with a check, or
(small solid bullet) Open your account by exchanging from another Fidelity
fund.
If you buy shares by check or Fidelity Money Line(registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven business days to
ensure that your previous investment has cleared.
MINIMUM INVESTMENTS 
TO OPEN AN ACCOUNT  $10,000
For Spartan Municipal Money  $25,000
TO ADD TO AN ACCOUNT  $1,000
Through regular investment plans   *     $500
MINIMUM BALANCE $5,000
For Spartan Municipal Money $10,000
   * FOR MORE INFORMATION ABOUT REGULAR INVESTMENT PLANS, PLEASE REFER TO
THE "INVESTOR SERVICES" SECTION BEGINNING ON PAGE .    
These minimums may vary for investments through Fidelity Portfolio Advisory
Services. Refer to the program materials for details.
 
 
 
 
 
 
 
UNDERSTANDING THE
SPARTAN APPROACH(registered trademark)
Fidelity's Spartan Approach is 
based on the principle that 
lower fund expenses can 
increase returns. The Spartan 
funds keep expenses low in 
two ways. First, higher 
investment minimums reduce 
the effect of a fund's fixed 
costs, many of which are paid 
on a per-account basis. 
Second, unlike most mutual 
funds that include transaction 
costs as part of overall fund 
expenses, Spartan 
shareholders pay directly for 
the transactions they make. 
(checkmark)
 
<TABLE>
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<S>                                   <C>                                           <C>                                           
                                      TO OPEN AN ACCOUNT                            TO ADD TO AN ACCOUNT                          
 
Phone 1-800-544-777 (phone_graphic)   (small solid bullet) Exchange from another    (small solid bullet) Exchange from another    
                                      Fidelity fund account                         Fidelity fund account                         
                                      with the same                                 with the same                                 
                                      registration, including                       registration, including                       
                                      name, address, and                            name, address, and                            
                                      taxpayer ID number.                           taxpayer ID number.                           
                                                                                    (small solid bullet) Use Fidelity Money       
                                                                                    Line to transfer from                         
                                                                                    your bank account. Call                       
                                                                                    before your first use to                      
                                                                                    verify that this service                      
                                                                                    is in place on your                           
                                                                                    account. Maximum                              
                                                                                    Money Line: $50,000.                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                   <C>                                           <C>                                            
Mail (mail_graphic)   (small solid bullet) Complete and sign the    (small solid bullet) Make your check           
                      application. Make your                        payable to the complete                        
                      check payable to the                          name of the fund.                              
                      complete name of the                          Indicate your fund                             
                      fund of your choice.                          account number on                              
                      Mail to the address                           your check and mail to                         
                      indicated on the                              the address printed on                         
                      application.                                  your account statement.                        
                                                                    (small solid bullet) Exchange by mail: call    
                                                                    1-800-544-6666 for                             
                                                                    instructions.                                  
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                        <C>                                            <C>                                           
In Person (hand_graphic)   (small solid bullet) Bring your application    (small solid bullet) Bring your check to a    
                           and check to a Fidelity                        Fidelity Investor Center.                     
                           Investor Center. Call                          Call 1-800-544-9797 for                       
                           1-800-544-9797 for the                         the center nearest you.                       
                           center nearest you.                                                                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                   <C>                                             <C>                                          
Wire (wire_graphic)   (small solid bullet) There may be a $5.00       (small solid bullet) There may be a $5.00    
                      fee for each wire                               fee for each wire                            
                      purchase.                                       purchase.                                    
                      (small solid bullet) Call 1-800-544-7777 to     (small solid bullet) Wire to:                
                      set up your account                             Bankers Trust                                
                      and to arrange a wire                           Company,                                     
                      transaction.                                    Bank Routing                                 
                      (small solid bullet) Wire within 24 hours to:   #021001033,                                  
                      Bankers Trust                                   Account #00163053.                           
                      Company,                                        Specify the complete                         
                      Bank Routing                                    name of the fund and                         
                      #021001033,                                     include your account                         
                      Account #00163053.                              number and your                              
                      Specify the complete                            name.                                        
                      name of the fund and                                                                         
                      include your new                                                                             
                      account number and                                                                           
                      your name.                                                                                   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                 <C>                                   <C>                                            
Automatically (automatic_graphic)   (small solid bullet) Not available.   (small solid bullet) Use Fidelity Automatic    
                                                                          Account Builder. Sign                          
                                                                          up for this service                            
                                                                          when opening your                              
                                                                          account, or call                               
                                                                          1-800-544-6666 to add                          
                                                                          it.                                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
HOW TO SELL SHARES 
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next share price calculated after your order is received and accepted.
Share price is normally calculated at 4 p.m. Eastern time. 
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least $5,000
worth of shares in the account ($10,000 for Spartan Municipal Money) to
keep it open.
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to sign
up for these services in advance. 
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply: 
(small solid bullet) You wish to redeem more than $100,000 worth of shares, 
(small solid bullet) Your account registration has changed within the last
30 days,
(small solid bullet) The check is being mailed to a different address than
the one on your account (record address), 
(small solid bullet) The check is being made payable to someone other than
the account owner, or 
(small solid bullet) The redemption proceeds are being transferred to a
Fidelity account with a different registration. 
You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if authorized
under state law), securities exchange or association, clearing agency, or
savings association. A notary public cannot provide a signature guarantee. 
SELLING SHARES IN WRITING 
Write a "letter of instruction" with: 
(small solid bullet) Your name, 
(small solid bullet) The fund's name, 
(small solid bullet) Your fund account number, 
(small solid bullet) The dollar amount or number of shares to be redeemed,
and 
(small solid bullet) Any other applicable requirements listed in the table
that follows. 
Unless otherwise instructed, Fidelity will send a check to the record
address. Deliver your letter to a Fidelity Investor Center, or mail it to: 
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602 
CHECKWRITING 
If you have a checkbook for your account in Spartan Municipal Money,
Spartan Short   -    Intermediate Municipal Income, or    Spartan
Intermediate Municipal Income,     you may write an unlimited number of
checks. Do not, however, try to close out your account by check.
      ACCOUNT TYPE   SPECIAL REQUIREMENTS   
 
 
<TABLE>
<CAPTION>
<S>                                                                                             <C>   <C>   
   IF YOU SELL SHARES OF SPARTAN MUNICIPAL INCOME OR SPARTAN AGGRESSIVE MUNICIPAL AFTER                     
   HOLDING THEM LESS THAN 180 DAYS, THE FUND WILL DEDUCT A REDEMPTION FEE EQUAL TO .50%                     
   AND 1.00% RESPECTIVELY, OF THE VALUE OF THOSE SHARES. IF YOUR ACCOUNT BALANCE IS LESS                    
   THAN $50,000, THERE ARE FEES FOR INDIVIDUAL REDEMPTION TRANSACTIONS: $2.00 FOR EACH                      
   CHECK YOU WRITE AND $5.00 FOR EACH EXCHANGE, BANK WIRE, AND ACCOUNT CLOSEOUT.                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                              <C>                   <C>                                                    
Phone 1-800-544-777 (phone_graphic)              All account types     (small solid bullet) Maximum check request:            
                                                                       $100,000.                                              
                                                                       (small solid bullet) For Money Line transfers to       
                                                                       your bank account; minimum:                            
                                                                       $10; maximum: $100,000.                                
                                                                       (small solid bullet) You may exchange to other         
                                                                       Fidelity funds if both                                 
                                                                       accounts are registered with                           
                                                                       the same name(s), address,                             
                                                                       and taxpayer ID number.                                
 
Mail or in Person (mail_graphic)(hand_graphic)   Individual, Joint     (small solid bullet) The letter of instruction must    
                                                 Tenant,               be signed by all persons                               
                                                 Sole Proprietorship   required to sign for                                   
                                                 , UGMA, UTMA          transactions, exactly as their                         
                                                 Trust                 names appear on the                                    
                                                                       account.                                               
                                                                       (small solid bullet) The trustee must sign the         
                                                                       letter indicating capacity as                          
                                                 Business or           trustee. If the trustee's name                         
                                                 Organization          is not in the account                                  
                                                                       registration, provide a copy of                        
                                                                       the trust document certified                           
                                                                       within the last 60 days.                               
                                                                       (small solid bullet) At least one person               
                                                 Executor,             authorized by corporate                                
                                                 Administrator,        resolution to act on the                               
                                                 Conservator,          account must sign the letter.                          
                                                 Guardian              (small solid bullet) Include a corporate               
                                                                       resolution with corporate seal                         
                                                                       or a signature guarantee.                              
                                                                       (small solid bullet) Call 1-800-544-6666 for           
                                                                       instructions.                                          
 
Wire (wire_graphic)                              All account types     (small solid bullet) You must sign up for the wire     
                                                                       feature before using it. To                            
                                                                       verify that it is in place, call                       
                                                                       1-800-544-6666. Minimum                                
                                                                       wire: $5,000.                                          
                                                                       (small solid bullet) Your wire redemption request      
                                                                       must be received by Fidelity                           
                                                                       before 4 p.m. Eastern time                             
                                                                       for money to be wired on the                           
                                                                       next business day.                                     
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                     <C>                 <C>                                                  
Check (check_graphic)   All account types   (small solid bullet) Minimum check: $1,000.          
                                            (small solid bullet) All account owners must sign    
                                            a signature card to receive a                        
                                            checkbook.                                           
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365 days
a year. Whenever you call, you can speak with someone equipped to provide
the information or service you need.
24-HOUR SERVICE
ACCOUNT ASSISTANCE
1-800-544-6666
ACCOUNT TRANSACTIONS
1-800-544-7777
PRODUCT INFORMATION
1-800-544-8888
RETIREMENT ACCOUNT 
ASSISTANCE
1-800-544-4774
   TOUCHTONE XPRESSSM    
1-800-544-5555
 AUTOMATED SERVICE
(checkmark)
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(small solid bullet) Confirmation statements (after every transaction,
except reinvestments, that affects your account balance or your account
registration)
(small solid bullet) Account statements (quarterly)
(small solid bullet) Financial reports (every six months)
   To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed to your household, even if you have more than
one account in the fund. Call 1-800-544-6666 if you need copies of
financial reports, prospectuses, or historical account information.    
TRANSACTION SERVICES 
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing. There may be a $5.00 fee for
each exchange out of the funds, unless you place your transaction on
Fidelity's automated exchange services.
Note that exchanges out of a fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page .
SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from your
account.
FIDELITY MONEY LINE(registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money regularly.
Fidelity offers convenient services that let you transfer money into your
fund account, or between fund accounts, automatically. While regular
investment plans do not guarantee a profit and will not protect you against
loss in a declining market, they can be an excellent way to invest for a
home, educational expenses, and other long-term financial goals.
REGULAR INVESTMENT PLANS
FIDELITY AUTOMATIC ACCOUNT BUILDERSM
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND
 
<TABLE>
<CAPTION>
<S>       <C>           <C>                                                          
MINIMUM   FREQUENCY     SETTING UP OR CHANGING                                       
$500      Monthly or    (small solid bullet) For a new account, complete the         
          quarterly     appropriate section on the fund                              
                        application.                                                 
                        (small solid bullet) For existing accounts, call             
                        1-800-544-6666 for an application.                           
                        (small solid bullet) To change the amount or frequency of    
                        your investment, call 1-800-544-6666 at                      
                        least three business days prior to your                      
                        next scheduled investment date.                              
 
</TABLE>
 
DIRECT DEPOSIT
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY
FUNDA
 
<TABLE>
<CAPTION>
<S>       <C>          <C>                                                           
MINIMUM   FREQUENCY    SETTING UP OR CHANGING                                        
$500      Every pay    (small solid bullet) Check the appropriate box on the fund    
          period       application, or call 1-800-544-6666 for an                    
                       authorization form.                                           
                       (small solid bullet) Changes require a new authorization      
                       form.                                                         
 
</TABLE>
 
FIDELITY AUTOMATIC EXCHANGE SERVICE
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND
 
<TABLE>
<CAPTION>
<S>       <C>              <C>                                                             
MINIMUM   FREQUENCY        SETTING UP OR CHANGING                                          
$500      Monthly,         (small solid bullet) To establish, call 1-800-544-6666 after    
          bimonthly,       both accounts are opened.                                       
          quarterly, or    (small solid bullet) To change the amount or frequency of       
          annually         your investment, call 1-800-544-6666.                           
 
</TABLE>
 
   A BECAUSE BOND FUND SHARE PRICES FLUCTUATE, THOSE FUNDS MAY NOT BE
APPROPRIATE CHOICES FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.    
SHAREHOLDER AND ACCOUNT POLICIES
 
 
DIVIDENDS, CAPITAL GAINS, AND TAXES 
Each fund distributes substantially all of its net investment income and
capital gains, if any, to shareholders each year. Income dividends are
declared daily and paid monthly. Capital gains earned by the bond funds are
normally distributed in October and December. 
DISTRIBUTION OPTIONS 
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. Each fund offers four
options (three for Spartan Municipal Money):
1. REINVESTMENT OPTION. Your dividend and capital gain distributions, if
any, will be automatically reinvested in additional shares of the fund. If
you do not indicate a choice on your application, you will be assigned this
option. 
2. INCOME-EARNED OPTION. Your capital gain distributions, if any, will be
automatically reinvested, but you will be sent a check for each dividend
distribution. This option is not available for Spartan Municipal   
Money    .
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions, if any. 
4. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividend and
capital gain distributions, if any, will be automatically invested in
another identically registered Fidelity fund.
Dividends will be reinvested at the fund's NAV on the last day of the
month. Capital gain distributions, if any, will be reinvested at the NAV as
of the date the fund deducts the distribution from its NAV. The mailing of
distribution checks will begin within seven days.
TAXES 
As with any investment, you should consider how an investment in a tax-free
fund could affect you. Below are some of the funds' tax implications. 
TAXES ON DISTRIBUTIONS. Interest income that a fund earns is distributed to
shareholders as income dividends. Interest that is federally tax-free
remains tax-free when it is distributed. 
 
 
 
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you 
are entitled to your share of 
the fund's net income and 
gains on its investments. The 
fund passes its earnings 
along to its investors as 
DISTRIBUTIONS.
Each fund earns interest from 
its investments. These are 
passed along as DIVIDEND 
DISTRIBUTIONS. The fund may 
realize capital gains if it sells 
securities for a higher price 
than it paid for them. These 
are passed along as CAPITAL 
GAIN DISTRIBUTIONS. Money 
market funds usually don't 
make capital gain 
distributions.
(checkmark)
However, gain on the sale of tax-free bonds results in taxable
distributions. Short-term capital gains and a portion of the gain on bonds
purchased at a discount are taxed as dividends. Long-term capital gain
distributions are taxed as long-term capital gains. These distributions are
taxable when they are paid, whether you take them in cash or reinvest them.
However, distributions declared in December and paid in January are taxable
as if they were paid on December 31. Fidelity will send you and the IRS a
statement showing the tax status of the distributions paid to you in the
previous year.
The interest from some municipal securities is subject to the federal
alternative minimum tax. Each fund may invest up to 100% of its assets in
these securities. Individuals who are subject to the tax must report this
interest on their tax returns.
A portion of a fund's dividends may be free from state or local taxes.
Income from investments in your state are often tax-free to you. Each year,
Fidelity will send you a breakdown of your fund's income from each state to
help you calculate your taxes. 
During    the     fiscal    year ended     1996,    100    % of each fund's
income dividends was free from federal income tax,    77.63%, 21.11%,
32.80%, 16.55% and 21.67% of Spartan Municipal Money's, Spartan
Short-Intermediate Municipal's, Spartan Intermediate Municipal's, Spartan
Municipal Income's, and Spartan Aggressive Municipal's income dividends,
respectively,     were subject to the federal alternative minimum tax.
TAXES ON TRANSACTIONS. Your bond fund redemptions - including exchanges to
other Fidelity funds - are subject to capital gains tax. A capital gain or
loss is the difference between the cost of your shares and the price you
receive when you sell them. 
Whenever you sell shares of a fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a consolidated transaction statement every January. However, it is
up to you or your tax preparer to determine whether this sale resulted in a
capital gain and, if so, the amount of tax to be paid. Be sure to keep your
regular account statements; the information they contain will be essential
in calculating the amount of your capital gains. 
"BUYING A DIVIDEND." If you buy shares    when     a fund    has realized
but not distributed income or     capital gains, you will pay the full
price for the shares and then receive a portion of the price back in the
form of a taxable distribution.
TRANSACTION DETAILS 
THE FUNDS ARE OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates each fund's NAV as of the close of
business of the NYSE, normally 4 p.m. Eastern time.
EACH FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding. 
The money market fund values the securities it owns on the basis of
amortized cost. This method minimizes the effect of changes in a security's
market value and helps the fund to maintain a stable $1.00 share price. For
the bond funds, assets are valued primarily on the basis of market
quotations, if available. Since market quotations are often unavailable,
assets are usually valued by a method that the Board of Trustees believes
accurately reflects fair value.
EACH FUND'S OFFERING PRICE (price to buy one share) and REDEMPTION PRICE
(price to sell one share) are its NAV. 
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require a fund to
withhold 31% of your taxable distributions and redemptions. 
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Fidelity may only be
liable for  losses resulting from unauthorized transactions if it does not
follow reasonable procedures designed to verify the identity of the caller.
Fidelity will request personalized security codes or other information, and
may also record calls. You should verify the accuracy of your confirmation
statements immediately after you receive them. If you do not want the
ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center. 
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. Each fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of a fund. 
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following: 
(small solid bullet) All of your purchases must be made in U.S. dollars and
checks must be drawn on U.S. banks. 
(small solid bullet) Fidelity does not accept cash. 
(small solid bullet) When making a purchase with more than one check, each
check must have a value of at least $50. 
(small solid bullet) Each fund reserves the right to limit the number of
checks processed at one time.
(small solid bullet) If your check does not clear, your purchase will be
cancelled and you could be liable for any losses or fees a fund or its
transfer agent has incurred. 
(small solid bullet) You begin to earn dividends as of the first business
day following the day of your purchase. 
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead. 
YOU MAY BUY OR SELL SHARES OF THE FUNDS THROUGH AN INVESTMENT PROFESSIONAL,
INCLUDING A BROKER, who may charge you a transaction fee for this service.
If you invest through an investment professional, read your investment
professional's program materi   als for any additional service features or
fees that may apply. Certain features of the fund, such as the minimum
initial or subsequent investment amounts, may be modified.    
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
FDC may enter confirmed purchase orders on behalf of customers by phone,
with payment to follow no later than the time when a fund is priced on the
following business day. If payment is not received by that time, the
financial institution could be held liable for resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following: 
(small solid bullet) Normally, redemption proceeds will be mailed to you on
the next business day, but if making immediate payment could adversely
affect a fund, it may take up to seven days to pay you. 
(small solid bullet) Fidelity Money Line redemptions generally will be
credited to your bank account on the second or third business day after
your phone call.
(small solid bullet) Each fund may hold payment on redemptions until it is
reasonably satisfied that investments made by check or Fidelity Money Line
have been collected, which can take up to seven business days.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays), when
trading on the NYSE is restricted, or as permitted by the SEC.
(small solid bullet) If you sell shares by writing a check and the amount
of the check is greater than the value of your account, your check will be
returned to you and you may be subject to additional charges. 
THE REDEMPTION FEE for Spartan Municipal Income and Spartan Aggressive
Municipal, if applicable, will be deducted from the amount of your
redemption. This fee is paid to the fund rather than FMR, and it does not
apply to shares that were acquired through reinvestment of distributions.
If shares you are redeeming were not all held for the same length of time,
those shares you held longest will be redeemed first for purposes of
determining whether the fee applies.
THE FEES FOR INDIVIDUAL TRANSACTIONS are waived if your account balance at
the time of the transaction is $50,000 or more. Otherwise, you should note
the following: 
(small solid bullet) The $2.00 checkwriting charge will be deducted from
your account. 
(small solid bullet) The $5.00 exchange fee will be deducted from the
amount of your exchange.
(small solid bullet) The $5.00 wire fee will be deducted from the amount of
your wire. 
(small solid bullet) The $5.00 account closeout fee does not apply to
exchanges or wires, but it will apply to checkwriting. 
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of $12.00
from accounts with a value of less than $2,500, subject to an annual
maximum charge of $60.00 per shareholder. It is expected that accounts will
be valued on the second Friday in November of each year. Accounts opened
after September 30 will not be subject to the fee for that year. The fee,
which is payable to the transfer agent, is designed to offset in part the
relatively higher costs of servicing smaller accounts. The fee will not be
deducted from retirement accounts (except non-prototype retirement
accounts), accounts using regular investment plans, or if total assets in
Fidelity funds exceed $50,000. Eligibility for the $50,000 waiver is
determined by aggregating Fidelity mutual fund accounts maintained by FSC
or FBSI which are registered under the same    S    ocial    S    ecurity
number or which list the same    S    ocial    S    ecurity number for the
custodian of a Uniform Gifts/Transfers to Minors Act account.
IF YOUR ACCOUNT BALANCE FALLS BELOW $5,000 ($10,000 for Spartan Municipal
Money) you will be given 30 days' notice to reestablish the minimum
balance. If you do not increase your balance, Fidelity reserves the right
to close your account and send the proceeds to you. Your shares will be
redeemed at the NAV on the day your account is closed and the $5.00 account
closeout fee will be charged. 
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services. 
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of a fund for
shares of other Fidelity funds. However, you should note the following:
(small solid bullet) The fund you are exchanging into must be registered
for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification number.
(small solid bullet) Before exchanging into a fund, read its prospectus.
(small solid bullet) If you exchange into a fund with a sales charge, you
pay the percentage-point difference between that fund's sales charge and
any sales charge you have previously paid in connection with the shares you
are exchanging. For example, if you had already paid a sales charge of 2%
on your shares and you exchange them into a fund with a 3% sales charge,
you would pay an additional 1% sales charge.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Because excessive trading can hurt fund performance
and shareholders, each fund reserves the right to temporarily or
permanently terminate the exchange privilege of any investor who makes more
than four exchanges out of the fund per calendar year. Accounts under
common ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(small solid bullet) Each fund reserves the right to refuse exchange
purchases by any person or group if, in FMR's judgment, the fund would be
unable to invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.
(small solid bullet) Your exchanges may be restricted or refused if a fund
receives or anticipates simultaneous orders affecting significant portions
of the fund's assets. In particular, a pattern of exchanges that coincides
with a "market timing" strategy may be disruptive to a fund.
Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve the right to terminate or modify the exchange privilege
in the future. 
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
 
 
This prospectus is printed on recycled paper using soy-based inks.
SPARTAN(Registered trademark) MUNICIPAL FUNDS
SPARTAN MUNICIPAL MONEY FUND
A FUND OF FIDELITY UNION STREET TRUST II
SPARTAN SHORT-INTERMEDIATE MUNICIPAL INCOME FUND
SPARTAN INTERMEDIATE MUNICIPAL INCOME FUND
SPARTAN MUNICIPAL INCOME FUND
SPARTAN AGGRESSIVE MUNICIPAL FUND
FUNDS OF FIDELITY UNION STREET TRUST
STATEMENT OF ADDITIONAL INFORMATION
OCTOBER 18, 1996
This Statement is not a prospectus but should be read in conjunction with
the funds' current Prospectus (dated October 18, 1996). Please retain this
document for future reference. The funds' financial statements and
financial highlights, included in the Annual Report for the fiscal year
ended August 31, 1996, are incorporated herein by reference. To obtain an
additional copy of the Prospectus or the Annual Report, please call
Fidelity Distributors Corporation at 1-800-544-8888.
TABLE OF CONTENTS                                PAGE   
 
                                                        
 
Investment Policies and Limitations                     
 
Portfolio Transactions                                  
 
Valuation of Portfolio Securities                       
 
Performance                                             
 
Additional Purchase and Redemption Information          
 
Distributions and Taxes                                 
 
FMR                                                     
 
Trustees and Officers                                   
 
Management Contracts                                    
 
Distribution and Service Plans                          
 
Contracts with FMR Affiliates                           
 
Description of the Trust   s                            
 
Financial Statements                                    
 
Appendix                                                
 
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISER
FMR Texas Inc. (F   MR Texas    ) (   Spartan Municipal Money    )
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT 
UMB Bank, n.a. (UMB )
and Fidelity Service Co. (FSC)
SMU-ptb-1096
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of a fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining
whether the investment complies with the fund's investment policies and
limitations.
The fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940) of the fund.
However, except for the fundamental investment limitations listed below the
investment policies and limitations described in this Statement of
Additional Information are not fundamental and may be changed without
shareholder approval.
INVESTMENT LIMITATIONS OF SPARTAN MUNICIPAL MONEY FUND
(SPARTAN MUNICIPAL MONEY)
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government, or any of its agencies or instrumentalities) if, as a result
thereof, (a) more than 5% of the fund's total assets would be invested in
the securities of that issuer, or (b) the fund would hold more than 10% of
the outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) sell securities short, unless it owns or has the right to obtain
securities equivalent in kind and amount to the securities sold short;
(4) purchase securities on margin, except that the fund may obtain such
short-term credits as are necessary for the clearance of transactions;
(5) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(6) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(7) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in securities of companies whose
principal business activities are in the same industry;
(8) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(9) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments; or
(10) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties (for this purpose,
purchasing debt securities and engaging in repurchase agreements do not
constitute lending).
(11) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to purchase the voting securities of
any issuer.
(ii) The fund does not currently intend to sell securities short.
(iii) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (5)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(v) The fund does not currently intend to invest in interests in real
estate investment trusts that are not readily marketable, or to invest in
interests in real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vi) The fund does not currently intend to purchase or sell futures
contracts or call options. This limitation does not apply to options
attached to, or acquired or traded together with, their underlying
securities, and does not apply to securities that incorporate features
similar to options or futures contracts.
(vii) The fund does not currently intend to engage in repurchase agreements
or make loans, but this limitation does not apply to purchases of debt
securities.
(viii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply    (i)     to securities received as dividends,
through offers of exchange, or as a result of a reorganization,
consolidation, or merger,    or (ii) to securities of other open-ended
investment companies managed by FMR or a successor or affiliate purchased
pursuant to an exemptive order granted by the SEC.    
(ix) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the    securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.    
(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xi) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(xii) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitations (1) and (7), FMR identifies the issuer of a
security depending on its terms and conditions. In identifying the issuer,
FMR will consider the entity or entities responsible for payment of
interest and repayment of principal and the source of such payments; the
way in which assets and revenues of an issuing political subdivision are
separated from those of other political entities; and whether a
governmental body is guaranteeing the security.
For purposes of limitation (   ix    ), pass-through entities and other
special purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the money market fund's policies on quality and maturity, see the
section entitled "Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF SPARTAN SHORT-INTERMEDIATE MUNICIPAL INCOME FUND
(SPARTAN SHORT-INTERMEDIATE MUNICIPAL INCOME)
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(3) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(4) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in securities of companies whose
principal business activities are in the same industry;
(5) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties (but this
limitation does not apply to purchases of debt securities or to repurchase
agreements).
(8) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i)    In order to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended, the fund
currently intends to comply with certain diversification limits imposed by
Subchapter M.    
(ii) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(iii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iv) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (2)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(v) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale because they cannot be sold or disposed
of in the ordinary course of business at approximately the prices at which
they are valued.
(vi) The fund does not currently intend to engage in repurchase agreements
or make loans, but this limitation does not apply to purchases of debt
securities.
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply    (i)     to securities received as dividends,
through offers of exchange, or as a result of a reorganization,
consolidation, or merger    or (ii) to securities of other open-ended
investment companies managed by FMR or a successor or affiliate purchased
pursuant to an exemptive order granted by the SEC.    
(viii) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(ix) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
(x) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitations (4), and (i), FMR identifies the issuer of a
security depending on its terms and conditions. In identifying the issuer,
FMR will consider the entity or entities responsible for payment of
interest and repayment of principal and the source of such payments; the
way in which assets and revenues of an issuing political subdivision are
separated from those of other political entities; and whether a
governmental body is guaranteeing the security.
   For purposes of limitation (i), Subchapter M generally requires the fund
to invest no more than 25% of its total assets in securities of any one
issuer and to invest at least 50% of its total assets so that no more than
5% of the fund's total assets are invested in securities of any one issuer.
However, Subchapter M allows unlimited investments in cash, cash items,
government securities (as defined in Subchapter M) and securities of other
investment companies. These tax requirements are generally applied at the
end of each quarter of the fund's taxable year.    
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page . 
INVESTMENT LIMITATIONS OF SPARTAN INTERMEDIATE MUNICIPAL INCOME FUND
(SPARTAN INTERMEDIATE MUNICIPAL INCOME)
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(3) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(4) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in securities of companies whose
principal business activities are in the same industry;
(5) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(8) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) In order to qualify as a regulated investment company under Subchapter
M of the Internal Revenue Code of 1986, as amended, the fund currently
intends to comply with certain diversification limits imposed by Subchapter
M.
(ii) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(iii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iv) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (2)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(v) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(vi) The fund does not currently intend to invest in interests in real
estate investment trusts that are not readily marketable, or to invest in
interests in real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vii) The fund does not currently intend to engage in repurchase agreements
or make loans, but this limitation does not apply to purchases of debt
securities.
(viii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply    (i)     to securities received as dividends,
through offers of exchange, or as a result of a reorganization,
consolidation, or merger    or (ii) to securities of other open-ended
investment companies managed by FMR or a successor or affiliate purchased
pursuant to an exemptive order granted by the SEC.    
(ix) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be interested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(x) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.
(xi) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xii) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitations (4) and (i), FMR identifies the issuer of a
security depending on its terms and conditions. In identifying the issuer,
FMR will consider the entity or entities responsible for payment of
interest and repayment of principal and the source of such payments; the
way in which assets and revenues of an issuing political subdivision are
separated from those of other political entities; and whether a
governmental body is guaranteeing the security.
For purposes of limitation (ix), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
   For purposes of limitation (i), Subchapter M generally requires the fund
to invest no more than 25% of its total assets in securities of any one
issuer and to invest at least 50% of its total assets so that no more than
5% of the fund's total assets are invested in securities of any one issuer.
However, Subchapter M allows unlimited investments in cash, cash items,
government securities (as defined in Subchapter M) and securities of other
investment companies. These tax requirements are generally applied at the
end of each quarter of the fund's taxable year.    
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page .
INVESTMENT LIMITATIONS OF SPARTAN MUNICIPAL INCOME FUND
(SPARTAN MUNICIPAL INCOME)
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation; 
(3) underwrite securities issued by others, except to the extent that the
fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(4) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in securities of companies whose
principal business activities are in the same industry;
(5) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business).
(6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(8) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL, AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
   (i) In order to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended, the fund
currently intends to comply with certain diversification limits imposed by
Subchapter M.    
(ii) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(iii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iv) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (2)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(v) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(vi) The fund does not currently intend to invest in interests in real
estate investment trusts that are not readily marketable, or to invest in
interests in real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vii) The fund does not currently intend to purchase or sell futures
contracts on physical commodities.
(viii) The fund does not currently intend to engage in repurchase
agreements or make loans, but this limitation does not apply to purchases
of debt securities.
(ix) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(x) The fund does not currently intend to (a) purchase securities of other
investment companies, except in the open market where no commission except
the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply    (i)     to securities received as dividends,
through offers of exchange, or as a result of a reorganization,
consolidation, or merger    or (ii) to securities of other open-ended
investment companies managed by FMR or a successor or affiliate purchased
pursuant to an exemptive order granted by the SEC.    
(xi) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
   (xii) The fund does not currently intend to purchase the securities of
any issuer if those officers and Trustees of the trust and those officers
and directors of FMR who individually own more than 1/2 of 1% of the
securities of such issuer together own more than 5% of such issuer's
securities.    
For purposes of limitations (4) and (i), FMR identifies the issuer of a
security depending on its terms and conditions. In identifying the issuer,
FMR will consider the entity or entities responsible for payment of
interest and repayment of principal and the source of such payments; the
way in which assets and revenues of an issuing political subdivision are
separated from those of other political entities; and whether a
governmental body is guaranteeing the security.
   For purposes of limitation (i), Subchapter M generally requires the fund
to invest no more than 25% of its total assets in securities of any one
issuer and to invest at least 50% of its total assets so that no more than
5% of the fund's total assets are invested in securities of any one issuer.
However, Subchapter M allows unlimited investments in cash, cash items,
government securities (as defined in Subchapter M) and securities of other
investment companies. These tax requirements are generally applied at the
end of each quarter of the fund's taxable year.    
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page .
INVESTMENT LIMITATIONS OF SPARTAN AGGRESSIVE MUNICIPAL FUND
(SPARTAN AGGRESSIVE MUNICIPAL)
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(2) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(3) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(4) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in securities of companies whose
principal business activities are in the same industry;
(5) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(6) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(7) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements.
(8) The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i)    In order to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended, the fund
currently intends to comply with certain diversification limits imposed by
Subchapter M.    
(ii) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(iii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(iv) The fund may borrow money only (a) from a bank or from a registered
investment company or portfolio for which FMR or an affiliate serves as
investment adviser or (b) by engaging in reverse repurchase agreements with
any party (reverse repurchase agreements are treated as borrowings for
purposes of fundamental investment limitation (2)). The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(v) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(vi) The fund does not currently intend to invest in interests in real
estate investment trusts that are not readily marketable, or to invest in
interests in real estate limited partnerships that are not listed on the
New York Stock Exchange or the American Stock Exchange or traded on the
NASDAQ National Market System.
(vii) The fund does not currently intend to engage in repurchase agreements
or make loans, but this limitation does not apply to purchases of debt
securities.
(viii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply    (i)     to securities received as dividends,
through offers of exchange, or as a result of a reorganization,
consolidation, or merger    or (ii) to securities of other open-ended
investment companies managed by FMR or a successor or affiliate purchased
pursuant to an exemptive order granted by the SEC.    
(ix) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(x) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. Included
in that amount, but not to exceed 2% of the fund's net assets, may be
warrants that are not listed on the New York Stock Exchange or the American
Stock Exchange. Warrants acquired by the fund in units or attached to
securities are not subject to these restrictions.
(xi) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xii) The fund does not currently intend to invest all of its assets in the
securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.
For purposes of limitations (4) and (i), FMR identifies the issuer of a
security depending on its terms and conditions. In identifying the issuer,
FMR will consider the entity or entities responsible for payment of
interest and repayment of principal and the source of such payments; the
way in which assets and revenues of an issuing political subdivision are
separated from those of other political entities; and whether a
governmental body is guaranteeing the security.
   For purposes of limitation (i), Subchapter M generally requires the fund
to invest no more than 25% of its total assets in securities of any one
issuer and to invest at least 50% of its total assets so that no more than
5% of the fund's total assets are invested in securities of any one issuer.
However, Subchapter M allows unlimited investments in cash, cash items,
government securities (as defined in Subchapter M) and securities of other
investment companies. These tax requirements are generally applied at the
end of each quarter of the fund's taxable year.    
For purposes of limitation (ix), pass-through entities and other special
purpose vehicles or pools of financial assets, such as issuers of
asset-backed securities or investment companies, are not considered
"business enterprises."
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page .
   The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective and a summary of related risks.
FMR may not buy all of these instruments or use all of these techniques
unless it believes that doing so will help the fund achieve its goal.    
AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be, "affiliated
persons" of the fund under the Investment Company Act of 1940. These
transactions may include repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50 largest
U.S. banks (measured by deposits); municipal securities; U.S. government
securities with affiliated financial institutions that are primary dealers
in these securities; short-term currency transactions; and short-term
borrowings. In accordance with exemptive orders issued by the Securities
and Exchange Commission (SEC), the Board of Trustees has established and
periodically reviews procedures applicable to transactions involving
affiliated financial institutions.
DELAYED-DELIVERY TRANSACTIONS. Each fund may buy and sell securities on a
delayed-delivery or when-issued basis. These transactions involve a
commitment by a fund to purchase or sell specific securities at a
predetermined price or yield, with payment and delivery taking place after
the customary settlement period for that type of security. Typically, no
interest accrues to the purchaser until the security is delivered. The bond
funds may receive fees for entering into delayed-delivery transactions.
When purchasing securities on a delayed-delivery basis, each fund assumes
the rights and risks of ownership, including the risk of price and yield
fluctuations. Because a fund is not required to pay for securities until
the delivery date, these risks are in addition to the risks associated with
the fund's other investments. If a fund remains substantially fully
invested at a time when delayed-delivery purchases are outstanding, the
delayed-delivery purchases may result in a form of leverage. When
delayed-delivery purchases are outstanding, the fund will set aside
appropriate liquid assets in a segregated custodial account to cover its
purchase obligations. When a fund has sold a security on a delayed-delivery
basis, the fund does not participate in further gains or losses with
respect to the security. If the other party to a delayed-delivery
transaction fails to deliver or pay for the securities, the fund could miss
a favorable price or yield opportunity, or could suffer a loss.
Each fund may renegotiate delayed-delivery transactions after they are
entered into, and may sell underlying securities before they are delivered,
which may result in capital gains or losses. 
FEDERALLY TAXABLE OBLIGATIONS. Under normal conditions, the funds do not
intend to invest in securities whose interest is federally taxable.
However, from time to time on a temporary basis, each fund may invest a
portion of its assets in fixed-income obligations whose interest is subject
to federal income tax. 
   Should a fund invest in federally taxable obligations, it would purchase
securities that in FMR's judgment are of high quality. These would include
obligations issued or guaranteed by the U.S. government or its agencies or
instrumentalities; obligations of domestic banks; and repurchase
agreements. The bond funds' standards for high-quality, taxable obligations
are essentially the same as those described by Moody's Investors Service,
Inc. (Moody's) in rating corporate obligations within its two highest
ratings of Prime-1 and Prime-2, and those described by Standard & Poor's
Corporation (S&P) in rating corporate obligations within its two highest
ratings of A-1 and A-2. The money market fund will purchase taxable
obligations only if they meet its quality requirements.    
Proposals to restrict or eliminate the federal income tax exemption for
interest on municipal obligations are introduced before Congress from time
to time. Proposals also may be introduced before state legislatures that
would affect the state tax treatment of the funds' distributions. If such
proposals were enacted, the availability of municipal obligations and the
value of the funds' holdings would be affected and the Trustees would
reevaluate the funds' investment objectives and policies. 
FUTURES AND OPTIONS. The following sections pertain to futures and options:
Asset Coverage for Futures and Options Positions, Combined Positions,
Correlation of Price Changes, Futures Contracts, Futures Margin Payments,
Limitations on Futures and Options Transactions, Liquidity of Options and
Futures Contracts, OTC Options, Purchasing Put and Call Options, and
Writing Put and Call Options.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The funds will comply
with guidelines established by the Securities and Exchange Commission with
respect to coverage of options and futures strategies by mutual funds, and
if the guidelines so require will set aside appropriate liquid assets in a
segregated custodial account in the amount prescribed. Securities held in a
segregated account cannot be sold while the futures or option strategy is
outstanding, unless they are replaced with other suitable assets. As a
result, there is a possibility that segregation of a large percentage of a
fund's assets could impede portfolio management or the fund's ability to
meet redemption requests or other current obligations.
COMBINED POSITIONS. A fund may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to
adjust the risk and return characteristics of the overall position. For
example, a fund may purchase a put option and write a call option on the
same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at
one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open
and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match a fund's current or
anticipated investments exactly. The funds may invest in options and
futures contracts based on securities with different issuers, maturities,
or other characteristics from the securities in which they typically
invest, which involves a risk that the options or futures position will not
track the performance of a fund's other investments.
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. A fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in a fund's options or futures positions are poorly correlated with
its other investments, the positions may fail to produce anticipated gains
or result in losses that are not offset by gains in other investments.
FUTURES CONTRACTS. When a fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
a fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when the fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Bond Buyer Municipal Bond Index. Futures can
be held until their delivery dates, or can be closed out before then if a
liquid secondary market is available.
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase a fund's exposure to positive and negative
price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When a fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of a fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of a fund, the fund may be
entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Each bond fund has filed a
notice of eligibility for exclusion from the    definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National     Futures Association, which regulate trading in
the futures markets   .     The funds intend to comply with Rule 4.5 under
the Commodity Exchange Act, which limits the extent to which the funds can
commit assets to initial margin deposits and option premiums.
In addition, each fund will not: (a) sell futures contracts, purchase put
options, or write call options if, as a result, more than 25% of the fund's
total assets would be hedged with futures and options under normal
conditions; (b) purchase futures contracts or write put options if, as a
result, the fund's total obligations upon settlement or exercise of
purchased futures contracts and written put options would exceed 25% of its
total assets; or (c) purchase call options if, as a result, the current
value of option premiums for call options purchased by the fund would
exceed 5% of the fund's total assets. These limitations do not apply to
options attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
The above limitations on the funds' investments in futures contracts and
options, and the funds' policies regarding futures contracts and options
discussed elsewhere in this S   AI,     may be changed as regulatory
agencies permit.
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures contract
at any particular time. Options may have relatively low trading volume and
liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for a fund to
enter into new positions or close out existing positions. If the secondary
market for a contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable positions,
and potentially could require a fund to continue to hold a position until
delivery or expiration regardless of changes in its value. As a result, a
fund's access to other assets held to cover its options or futures
positions could also be impaired.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter (OTC) options (options not
traded on exchanges) generally are established through negotiation with the
other party to the option contract. While this type of arrangement allows
the funds greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, a fund obtains
the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option. If the option is allowed to expire,
the fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. A fund may also terminate a put option position by closing it out in
the secondary market at its current price, if a liquid secondary market
exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When a fund writes a put option, it takes the
opposite side of the transaction from the option's purchaser. In return for
receipt of the premium, the fund assumes the obligation to pay the strike
price for the option's underlying instrument if the other party to the
option chooses to exercise it. When writing an option on a futures
contract, the fund will be required to make margin payments to an FCM as
described above for futures contracts. A fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates a fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of a fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of a fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment).
For the money market fund, FMR may determine some restricted securities and
municipal lease obligations to be illiquid.
For the bond funds, investments currently considered to be illiquid include
over-the-counter options. Also, FMR may determine some restricted
securities and municipal lease obligations to be illiquid. However, with
respect to over-the-counter options a fund writes, all or a portion of the
value of the underlying instrument may be illiquid depending on the assets
held to cover the option and the nature and terms of any agreement the fund
may have to close out the option before expiration.
In the absence of market quotations, illiquid investments for the money
market fund are valued for purposes of monitoring amortized cost valuation,
and for the bond funds are priced at fair value as determined in good faith
by a committee appointed by the Board of Trustees. If through a change in
values, net assets, or other circumstances, a fund were in a position where
more than 10% of its net assets was invested in illiquid securities, it
would seek to take appropriate steps to protect liquidity.
INDEXED SECURITIES. Each fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices, or other
financial indicators. Indexed securities typically, but not always, are
debt securities or deposits whose value at maturity or coupon rate is
determined by reference to a specific instrument or statistic. Indexed
securities may have principal payments as well as coupon payments that
depend on the performance of one or more interest rates. Their coupon rates
or principal payments may change by several percentage points for every 1%
interest rate change. One example of indexed securities is inverse
floaters.
The performance of indexed securities depends to a great extent on the
performance of the security or other instrument to which they are indexed,
and may also be influenced by interest rate changes. At the same time,
indexed securities are subject to the credit risks associated with the
issuer of the security, and their values may decline substantially if the
issuer's creditworthiness deteriorates. Indexed securities may be more
volatile than the underlying instruments.
INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive order
issued by the SEC, each fund has received permission to lend money to, and
borrow money from, other funds advised by FMR or its affiliates, but each
fund currently intends    to     participate in this program only as a
borrower. Interfund borrowings normally extend overnight, but can have a
maximum duration of seven days. A fund will borrow through the program only
when the costs are equal to or lower than the costs of bank loans. Loans
may be called on one day's notice, and a fund may have to borrow from a
bank at a higher interest rate if an interfund loan is called or not
renewed. 
INVERSE FLOATERS have variable interest rates that typically move in the
opposite direction from prevailing short-term interest rate levels - rising
when prevailing short-term interest rates fall, and vice versa. This
interest rate feature can make the prices of inverse floaters considerably
more volatile than bonds with comparable maturities.
       LOWER-QUALITY MUNICIPAL SECURITIES.    The bond funds may invest a
portion of their assets in lower-quality municipal securities as described
in the Prospectus.    
While the market for municipals is considered to be substantial, adverse
publicity and changing investor perceptions may affect the ability of
outside pricing services used by a fund to value its portfolio securities,
and the fund's ability to dispose of lower-quality bonds. The outside
pricing services are monitored by FMR and reported to the Board to
determine whether the services are furnishing prices that accurately
reflect fair value. The impact of changing investor perceptions may be
especially pronounced in markets where municipal securities are thinly
traded.
Each fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise exercise its rights as a security holder to
seek to protect the interests of security holders if it determines this to
be in the best interest of the fund's shareholders.
MUNICIPAL MARKET DISRUPTION RISK. The value of municipal securities may be
affected by uncertainties in the municipal market related to legislation or
litigation involving the taxation of municipal securities or the rights of
municipal securities holders in the event of a bankruptcy. Municipal
bankruptcies are relatively rare, and certain provisions of the U.S.
Bankruptcy Code governing such bankruptcies are unclear and remain
untested. Further, the application of state law to municipal issuers could
produce varying results among the states or among municipal securities
issuers within a state. These legal uncertainties could affect the
municipal securities market generally, certain specific segments of the
market, or the relative credit quality of particular securities. Any of
these effects could have a significant impact on the prices of some or all
of the municipal securities held by a fund, making it more difficult for
the money market fund to maintain a stable net asset value per share.
MONEY MARKET SECURITIES are high-quality, short-term obligations. Some
money market securities employ a trust or other similar structure to modify
the maturity, price characteristics, or quality of financial assets. For
example, put features can be used to modify the maturity of a security or
interest rate adjustment features can be used to enhance price stability.
If the structure does not perform as intended, adverse tax or investment
consequences may result. Neither the Internal Revenue Service (IRS) nor any
other regulatory authority has ruled definitively on certain legal issues
presented by structured securities. Future tax or other regulatory
determinations could adversely affect the value, liquidity, or tax
treatment of the income received from these securities or the nature and
timing of distributions made by the fund. 
MUNICIPAL SECTORS:
ELECTRIC UTILITIES. The electric utilities industry has been experiencing,
and will continue to experience, increased competitive pressures. Federal
legislation in the last two years will open transmission access to any
electricity supplier, although it is not presently known to what extent
competition will evolve. Other risks include: (a) the availability and cost
of fuel, (b) the availability and cost of capital, (c) the effects of
conservation on energy demand, (d) the effects of rapidly changing
environmental, safety, and licensing requirements, and other federal,
state, and local regulations, (e) timely and sufficient rate increases, and
(f) opposition to nuclear power.
HEALTH CARE. The health care industry is subject to regulatory action by a
number of private and governmental agencies, including federal, state, and
local governmental agencies. A major source of revenues for the health care
industry is payments from the Medicare and Medicaid programs. As a result,
the industry is sensitive to legislative changes and reductions in
governmental spending for such programs. Numerous other factors may affect
the industry, such as general and local economic conditions; demand for
services; expenses (including malpractice insurance premiums); and
competition among health care providers. In the future, the following
elements may adversely affect health care facility operations: adoption of
legislation proposing a national health insurance program; other state or
local health care reform measures; medical and technological advances which
dramatically alter the need for health services or the way in which such
services are delivered; changes in medical coverage which alter the
traditional fee-for-service revenue stream; and efforts by employers,
insurers, and governmental agencies to reduce the costs of health insurance
and health care services.
       HOUSING.    Housing revenue bonds are generally issued by a state,
county, city, local housing authority, or other public agency. They
generally are secured by the revenues derived from mortgages purchased with
proceeds of the bond issue. It is extremely difficult to predict the supply
of available mortgages to be purchased with the proceeds of an issue or the
future cash flow from the underlying mortgages. Consequently, there are
risks that proceeds will exceed supply, resulting in early retirement of
bonds, or that homeowners repayments will create an irregular cash flow.
Many factors may affect the financing of multi-family housing projects,
including acceptable completion of construction, proper management,
occupancy and rent levels, economic conditions, and changes to current laws
and regulations.    
EDUCATION. In general, there are two types of education-related bonds;
those issued to finance projects for public and private colleges and
universities, and those representing pooled interests in student loans.
Bonds issued to supply educational institutions with funds are subject to
the risk of unanticipated revenue decline, primarily the result of
decreasing student enrollment or decreasing state and federal funding.
Among the factors that may lead to declining or insufficient revenues are
restrictions on students' ability to pay tuition, availability of state and
federal funding, and general economic conditions. Student loan revenue
bonds are generally offered by state (or substate) authorities or
commissions and are backed by pools of student loans. Underlying student
loans may be guaranteed by state guarantee agencies and may be subject to
reimbursement by the United States Department of Education through its
guaranteed student loan program. Others may be private, uninsured loans
made to parents or students which are supported by reserves or other forms
of credit enhancement. Recoveries of principal due to loan defaults may be
applied to redemption of bonds or may be used to re-lend, depending on
program latitude and demand for loans. Cash flows supporting student loan
revenue bonds are impacted by numerous factors, including the rate of
student loan defaults, seasoning of the loan portfolio, and student
repayment deferral periods of forbearance. Other risks associated with
student loan revenue bonds include potential changes in federal legislation
regarding student loan revenue bonds, state guarantee agency reimbursement
and continued federal interest and other program subsidies currently in
effect.
       WATER AND SEWER.    Water and sewer revenue bonds are often
considered to have relatively secure credit as a result of their issuer's
importance, monopoly status, and generally unimpeded ability to raise
rates. Despite this, lack of water supply due to insufficient rain, run
off, or snow pack is a concern that has led to past defaults. Further,
public resistance to rate increases, costly environmental litigation, and
Federal environmental mandates are challenges faced by issuers of water and
sewer bonds.
    TRANSPORTATION.    Transportation debt may be issued to finance the
construction of airports, toll roads, highways, or other transit
facilities. Airport bonds are dependant on the general stability of the
airline industry and on the stability of a specific carrier who uses the
airport as a hub. Air traffic generally follows broader economic trends and
is also affected by the price and availability of fuel. Toll Road Bonds are
also affected by the cost and availability of fuel, as well as toll levels,
the presence of competing roads and the general economic health of the
area. Fuel costs and availability also affect other transportation related
securities, as do the presence of alternate forms of transportation, such
as public transportation.    
MUNICIPAL LEASES and participation interests therein may take the form of a
lease, an installment purchase, or a conditional sale contract and are
issued by state and local governments and authorities to acquire land or a
wide variety of equipment and facilities. Generally, the funds will not
hold such obligations directly as a lessor of the property, but will
purchase a participation interest in a municipal obligation from a bank or
other third party. A participation interest gives a fund a specified,
undivided interest in the obligation in proportion to its purchased
interest in the total amount of the obligation.
Municipal leases frequently have risks distinct from those associated with
general obligation or revenue bonds. State constitutions and statutes set
forth requirements that states or municipalities must meet to incur debt.
These may include voter referenda, interest rate limits, or public sale
requirements. Leases, installment purchases, or conditional sale contracts
(which normally provide for title to the leased asset to pass to the
governmental issuer) have evolved as a means for governmental issuers to
acquire property and equipment without meeting their constitutional and
statutory requirements for the issuance of debt. Many leases and contracts
include "non-appropriation clauses" providing that the governmental issuer
has no obligation to make future payments under the lease or contract
unless money is appropriated for such purposes by the appropriate
legislative body on a yearly or other periodic basis. Non-appropriation
clauses free the issuer from debt issuance limitations. 
PUT FEATURES entitle the holder to sell a security back to the issuer or a
third party at any time or at specified intervals. They are subject to the
risk that the put provider is unable to honor the put feature (purchase the
security). Put providers often support their ability to buy securities on
demand by obtaining letters of credit or other guarantees from other
entities. Demand features, standby commitments, and tender options are
types of put features.
QUALITY AND MATURITY (MONEY MARKET FUND ONLY). Pursuant to procedures
adopted by the Board of Trustees, the fund may purchase only high-quality
securities that FMR believes present minimal credit risks. To be considered
high-quality, a security must be rated in accordance with applicable rules
in one of the two highest categories for short-term securities by at least
two nationally recognized rating services (or by one, if only one rating
service has rated the security); or, if unrated, judged to be of equivalent
quality by FMR.
High-quality securities are divided into "first tier" and "second tier"
securities. First tier securities are those deemed to be in the highest
rating category (e.g., Standard & Poor's A-1 or SP-1), and second tier
securities are those deemed to be in the second highest rating category
(e.g., Standard & Poor's A-2 or SP-2).
The fund currently intends to limit its investments to securities with
remaining maturities of 397 days or less, and to maintain a dollar-weighted
average maturity of 90 days or less. When determining the maturity of a
security, the fund may look to an interest rate reset or demand feature.
REFUNDING CONTRACTS. A fund may purchase securities on a when-issued basis
in connection with the refinancing of an issuer's outstanding indebtedness.
Refunding contracts require the issuer to sell and the fund to buy refunded
municipal obligations at a stated price and yield on a settlement date that
may be several months or several years in the future. A fund generally will
not be obligated to pay the full purchase price if it fails to perform
under a refunding contract. Instead, refunding contracts generally provide
for payment of liquidated damages to the issuer (currently 15-20% of the
purchase price). A fund may secure its obligations under a refunding
contract by depositing collateral or a letter of credit equal to the
liquidated damages provisions of the refunding contract. When required by
SEC guidelines, a fund will place liquid assets in a segregated custodial
account equal in amount to its obligations under refunding contracts.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund purchases a
security and simultaneously commits to sell that security back to the
original seller at an agreed-upon price. The resale price reflects the
purchase price plus an agreed-upon incremental amount which is unrelated to
the coupon rate or maturity of the purchased security. To protect the fund
from the risk that the original seller will not fulfill its obligation, the
securities are held in an account of the fund at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus the
accrued incremental amount. While it does not presently appear possible to
eliminate all risks from these transactions (particularly the possibility
that the value of the underlying security will be less than the resale
price, as well as delays and costs to a fund in connection with bankruptcy
proceedings), it is each fund's current policy to engage in repurchase
agreement transactions with parties whose creditworthiness has been
reviewed and found satisfactory by FMR.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, a fund may be obligated to pay all or part of the
registration expense and a considerable period may elapse between the time
it decides to seek registration and the time it may be permitted to sell a
security under an effective registration statement. If, during such a
period, adverse market conditions were to develop, a fund might obtain a
less favorable price than prevailed when it decided to seek registration of
the security. However, in general, the money market fund anticipates
holding restricted securities to maturity or selling them in an exempt
transaction.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement. A
fund will enter into reverse repurchase agreements only with parties whose
creditworthiness has been found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of the fund's assets and may be
viewed as a form of leverage.
SOURCES OF CREDIT OR LIQUIDITY SUPPORT. FMR may rely on its evaluation of
the credit of a bank or another entity in determining whether to purchase a
security supported by a letter of credit guarantee, insurance or other
source of credit or liquidity. 
STANDBY COMMITMENTS are puts that entitle holders to same-day settlement at
an exercise price equal to the amortized cost of the underlying security
plus accrued interest, if any, at the time of exercise. Each fund may
acquire standby commitments to enhance the liquidity of portfolio
securities. 
Ordinarily a fund will not transfer a standby commitment to a third party,
although it could sell the underlying municipal security to a third party
at any time. A fund may purchase standby commitments separate from or in
conjunction with the purchase of securities subject to such commitments. In
the latter case, the fund would pay a higher price for the securities
acquired, thus reducing their yield to maturity.
Issuers or financial intermediaries may obtain letters of credit or other
guarantees to support their ability to buy securities on demand. FMR may
rely upon its evaluation of a bank's credit in determining whether to
support an instrument supported by a letter of credit. In evaluating a
foreign bank's credit, FMR will consider whether adequate public
information about the bank is available and whether the bank may be subject
to unfavorable political or economic developments, currency controls, or
other governmental restrictions that might affect the bank's ability to
honor its credit commitment.
Standby commitments are subject to certain risks, including the ability of
issuers of standby commitments to pay for securities at the time the
commitments are exercised; the fact that standby commitments are not
marketable by the funds; and the possibility that the maturities of the
underlying securities may be different from those of the commitments. 
TENDER OPTION BONDS are created by coupling an intermediate- or long-term,
fixed-rate, tax-exempt bond (generally held pursuant to a custodial
arrangement) with a tender agreement that gives the holder the option to
tender the bond at its face value. As consideration for providing the
tender option, the sponsor (usually a bank, broker-dealer, or other
financial institution) receives periodic fees equal to the difference
between the bond's fixed coupon rate and the rate (determined by a
remarketing or similar agent) that would cause the bond, coupled with the
tender option, to trade at par on the date of such determination. After
payment of the tender option fee, a fund effectively holds a demand
obligation that bears interest at the prevailing short-term tax-exempt
rate. In selecting tender option bonds for the funds, FMR will consider the
creditworthiness of the issuer of the underlying bond, the custodian, and
the third party provider of the tender option. In certain instances, a
sponsor may terminate a tender option if, for example, the issuer of the
underlying bond defaults on interest payments.
   VARIABLE OR FLOATING RATE OBLIGATIONS including certain participation
interests in municipal instruments, have interest rate adjustment formulas
that help stabilize their market values. Many variable and floating rate
instruments also carry demand features that permit a fund to sell them at
par value plus accrued interest on short notice.    
VARIABLE AND FLOATING RATE SECURITIES provide for periodic adjustments of
the interest rate paid on the security. Variable rate securities provide
for a specified periodic adjustment in the interest rate, while floating
rate securities have interest rates that change whenever there is a change
in a designated benchmark rate. Some variable or floating rate securities
have put features.
ZERO COUPON BONDS do not make regular interest payments. Instead, they are
sold at a deep discount from their face value and are redeemed at face
value when they mature. Because zero coupon bonds do not pay current
income, their prices can be very volatile when interest rates change. In
calculating its daily dividend, a fund takes into account as income a
portion of the difference between a zero coupon bond's purchase price and
its face value.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of each fund by FMR pursuant to authority contained in the fund's
management contract. In the case of the money market    fund    , FMR has
granted investment management authority to the sub-adviser (see the section
entitled "Management Contracts"), and the sub-adviser is authorized to
place orders for the purchase and sale of portfolio securities, and will do
so in accordance with the policies described below. FMR is also responsible
for the placement of transaction orders for other investment companies and
accounts for which it or its affiliates act as investment adviser.
Securities purchased and sold by the money market fund generally will be
traded on a net basis (i.e., without commission). In selecting
broker-dealers, subject to applicable limitations of the federal securities
laws, FMR considers various relevant factors, including, but not limited
to, the size and type of the transaction; the nature and character of the
markets for the security to be purchased or sold; the execution efficiency,
settlement capability, and financial condition of the broker-dealer firm;
the broker-dealer's execution services rendered on a continuing basis; and
the reasonableness of any commissions.
The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; and the availability of
securities or the purchasers or sellers of securities. In addition, such
broker-dealers may furnish analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy,
and performance of accounts; effect securities transactions, and perform
functions incidental thereto (such as clearance and settlement). FMR
maintains a listing of broker-dealers who provide such services on a
regular basis. However, as many transactions on behalf of the money market
fund are placed with broker-dealers (including broker-dealers on the list)
without regard to the furnishing of such services, it is not possible to
estimate the proportion of such transactions directed to such
broker-dealers solely because such services were provided. The selection of
such broker-dealers generally is made by FMR (to the extent possible
consistent with execution considerations) based upon the quality of
research and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the funds may be useful to FMR in rendering investment management
services to the funds or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the funds. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause
each fund to pay such higher commissions, FMR must determine in good faith
that such commissions are reasonable in relation to the value of the
brokerage and research services provided by such executing broker-dealers,
viewed in terms of a particular transaction or FMR's overall
responsibilities to the funds and its other clients. In reaching this
determination, FMR will not attempt to place a specific dollar value on the
brokerage and research services provided, or to determine what portion of
the compensation should be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the funds, or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with Fidelity Brokerage Services,
Inc. (FBSI), a subsidiary of FMR Corp., if the commissions are fair,
reasonable, and comparable to commissions charged by non-affiliated,
qualified brokerage firms for similar services.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied. Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC rules.
Each fund's Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio transactions
on behalf of the funds and review the commissions paid by each fund over
representative periods of time to determine if they are reasonable in
relation to the benefits to the fund.
For the fiscal years ended August 31, 1996 and 1995, the portfolio turnover
rates amounted to:
                                                     1996    1995    
 
   Spartan Short-Intermediate Municipal Income         78%     51%   
 
   Spartan Intermediate Municipal Income               64%     44%   
 
   Spartan Municipal Income                            49%     69%   
 
   Spartan Aggressive Municipal                        45%     51%   
 
For fiscal 1996,    1995 and 1994     the funds paid no brokerage
commissions.
From time to time the Trustees will review whether the recapture for the
benefit of the funds of some portion of the brokerage commissions or
similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. Each fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at present no
other recapture arrangements are in effect. The Trustees intend to continue
to review whether recapture opportunities are available and are legally
permissible and, if so, to determine in the exercise of their business
judgment whether it would be advisable for each fund to seek such
recapture.
Although the Trustees and officers of each fund are substantially the same
as those of other funds managed by FMR, investment decisions for each fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds and accounts
are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund or
account.
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with procedures believed to be appropriate and equitable for each fund. In
some cases this system could have a detrimental effect on the price or
value of the security as far as each fund is concerned. In other cases,
however, the ability of the funds to participate in volume transactions
will produce better executions and prices for the funds. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to each fund outweighs any disadvantages that may be
said to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
SPARTAN SHORT-INTERMEDIATE MUNICIPAL    INCOME    , SPARTAN INTERMEDIATE
MUNICIPAL    INCOME    , SPARTAN MUNICIPAL INCOME, AND SPARTAN AGGRESSIVE
MUNICIPAL. Valuations of portfolio securities furnished by the pricing
service employed by the funds are based upon a computerized matrix system
or appraisals by the pricing service, in each case in reliance upon
information concerning market transactions and quotations from recognized
municipal securities dealers. The methods used by the pricing service and
the quality of valuations so established are reviewed by officers of the
funds and FSC under the general supervision of the Board of Trustees. There
are a number of pricing services available, and the Trustees, or officers
acting on behalf of the Trustees, on the basis of on-going evaluation of
these services, may use other pricing services or discontinue the use of
any pricing service in whole or in part. Futures contracts and options are
valued on the basis of market quotations if available.
SPARTAN MUNICIPAL MONEY. The fund values its investments on the basis of
amortized costs. This technique involves valuing an instrument at its cost
as adjusted for amortization of premium or accretion of discount rather
than its value based on current market quotations or appropriate
substitutes which reflect current market conditions. The amortized cost
value of an instrument may be higher or lower than the price the fund would
receive if it sold the instrument.
Valuing the fund's instruments on the basis of amortized cost and use of
the term "money market fund" are permitted by Rule 2a-7 under the
Investment Company Act of 1940. The fund must adhere to certain conditions
under Rule 2a-7.
The Board of Trustees of the trust oversees FMR's adherence to SEC rules
concerning money market funds, and has established procedures designed to
stabilize the fund's NAV at $1.00. At such intervals as they deem
appropriate, the Trustees consider the extent to which NAV calculated by
using market valuations would deviate from $1.00 per share. If the Trustees
believe that a deviation from Spartan Municipal Money's amortized cost per
share may result in material dilution or other unfair results to
shareholders, the Trustees have agreed to take such corrective action, if
any, as they deem appropriate to eliminate or reduce, to the extent
reasonably practicable, the dilution or unfair results. Such corrective
action could include selling portfolio instruments prior to maturity to
realize capital gains or losses or to shorten average portfolio maturity;
withholding dividends; redeeming shares in kind; establishing NAV by using
available market quotations; and such other measures as the Trustees may
deem appropriate.
During periods of declining interest rates, the money market fund's yields
based on amortized cost may be higher than the yields based on market
valuations. Under these circumstances, a shareholder in the fund would be
able to obtain a somewhat higher yield than would result if the fund
utilized market valuations to determine its NAV. The converse would apply
in a period of rising interest rates.
PERFORMANCE
The funds may quote performance in various ways. All performance
information supplied by the funds in advertising is historical and is not
intended to indicate future returns. A bond fund's share price, and each
fund's yield and total return fluctuate in response to market conditions
and other factors, and the value of a bond fund's shares when redeemed may
be more or less than their original cost.
YIELD CALCULATIONS. To compute the money market fund's yield for a period,
the net change in value of a hypothetical account containing one share
reflects the value of additional shares purchased with dividends from the
one original share and dividends declared on both the original share and
any additional shares. The net change is then divided by the value of the
account at the beginning of the period to obtain a base period return. This
base period return is annualized to obtain a current annualized yield. The
money market fund also may calculate a compound effective yield by
compounding the base period return over a one-year period. In addition to
the current yield, the money market fund may quote yields in advertising
based on any historical seven-day period. Yields for the money market fund
are calculated on the same basis as other money market funds, as required
by regulation.
For the bond fund   s    , yields are computed by dividing the fund's
interest income for a given 30-day or one-month period, net of expenses, by
the average number of shares entitled to receive dividends during the
period, dividing this figure by the fund's net asset value per share (NAV)
at the end of the period, and annualizing the result (assuming compounding
of income) in order to arrive at an annual percentage rate. Yields do not
reflect Spartan Municipal Income's .50% redemption fee, or Spartan
Aggressive Municipal Income's 1.00% redemption fee, which applies to shares
held less than 180 days. Income is calculated for purposes of the bond
fund's yield quotations in accordance with standardized methods applicable
to all stock and bond funds. In general, interest income is reduced with
respect to bonds trading at a premium over their par value by subtracting a
portion of the premium from income on a daily basis, and is increased with
respect to bonds trading at a discount by adding a portion of the discount
to daily income. Capital gains and losses generally are excluded from the
calculation.
Income calculated for the purposes of determining the bond fund's yield
differs from income as determined for other accounting purposes. Because of
the different accounting methods used, and because of the compounding of
income assumed in yield calculations, the bond fund's yield may not equal
its distribution rate, the income paid to your account, or the income
reported in the fund's financial statements.
In calculating the fund's yield, a fund may from time to time use a
portfolio security's coupon rate instead of its yield to maturity in order
to reflect the risk premium on that security. This practice will have the
effect of reducing the fund's yield.
Yield information may be useful in reviewing a fund's performance and in
providing a basis for comparison with other investment alternatives.
However, each fund's yield fluctuates, unlike investments that pay a fixed
interest rate over a stated period of time. When comparing investment
alternatives, investors should also note the quality and maturity of the
portfolio securities of respective investment companies they have chosen to
consider.
Investors should recognize that in periods of declining interest rates a
fund's yield will tend to be somewhat higher than prevailing market rates,
and in periods of rising interest rates the fund's yield will tend to be
somewhat lower. Also, when interest rates are falling, the inflow of net
new money to a fund from the continuous sale of its shares will likely be
invested in instruments producing lower yields than the balance of the
fund's holdings, thereby reducing the fund's current yield. In periods of
rising interest rates, the opposite can be expected to occur.
A fund's tax-equivalent yield is the rate an investor would have to earn
from a fully taxable investment before taxes to equal the fund's tax-free
yield. Tax-equivalent yields are calculated by dividing a fund's yield by
the result of one minus a stated federal or combined federal and state tax
rate. If only a portion of a fund's yield is tax-exempt, only that portion
is adjusted in the calculation.
The following table shows the effect of a shareholder's tax status on
effective yield under federal income tax laws for 199   6    . It shows the
approximate yield a taxable security must provide at various income
brackets to produce after-tax yields equivalent to those of hypothetical
tax-exempt obligations yielding from 2% to 8%. Of course, no assurance can
be given that a fund will achieve any specific tax-exempt yield. While the
funds invest principally in obligations whose interest is exempt from
federal income tax, other income received by the funds may be taxable. 
 
<TABLE>
<CAPTION>
<S>                   <C>                  <C>        <C>     <C>     <C>     <C>     <C>     <C>     <C>  
  
 
                                            Federal   If individual tax-exempt yield is:                                       
 
Taxable Income*                             Tax       2%      3%      4%      5%      6%      7%       8%    
 
Single Return         Joint Return          Bracket** Then taxable-equivalent yield is:                                       
 
$ 24,001 - $ 58,150   $ 40,101 - $ 96,900   28%       2.78%   4.17%   5.56%   6.94%   8.33%    9.72%   11.11%   
 
$ 58,151 - $ 121,300  $ 96,901 - $ 147,700  31%       2.90%   4.35%   5.80%   7.25%   8.70%   10.15%   11.59%   
 
$ 121,301 - $ 263,750 $ 147,701 - $ 263,750 36%       3.13%   4.69%   6.25%   7.81%   9.38%   10.94%   12.50%   
 
$ 263,751 and above   $ 263,751 and above   39.6%     3.31%   4.97%   6.62%   8.28%   9.93%   11.59%   13.25%   
 
</TABLE>
 
* Net amount subject to federal income tax after deductions and exemptions.
Assumes ordinary income only.
** Excludes the impact of the phaseout of personal exemptions, limitations
on itemized deductions, and other credits, exclusions, and adjustments
which may increase a taxpayer's marginal tax rate. An increase in a
shareholder's marginal tax rate would increase that shareholder's
tax-equivalent yield.
A fund may invest a portion of its assets in obligations that are subject
to federal income tax. When a fund invests in these obligations, its
tax-equivalent yields will be lower. In the table above, tax-equivalent
yields are calculated assuming investments are 100% federally tax-free.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of a fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the fund's NAV over a
stated period. Average annual total returns are calculated by determining
the growth or decline in value of a hypothetical historical investment in a
fund over a stated period, and then calculating the annually compounded
percentage rate that would have produced the same result if the rate of
growth or decline in value had been constant over the period. For example,
a cumulative total return of 100% over ten years would produce an average
annual total return of 7.18%, which is the steady annual rate of return
that would equal 100% growth on a    compounded basis in ten years. While
average annual total returns are a convenient means of comparing investment
alternatives, investors should realize that a fund's performance is not
constant over time, but changes from year to year, and that average annual
total returns represent averaged figures as opposed to the actual
year-to-year performance of the fund    .
In addition to average annual total returns, a fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis and may or may not include the effect of
Spartan Municipal Income's .50% or Spartan Aggressive Municipal Income's
1.00% redemption fee on shares held less than 180 days. Excluding a fund's
redemption fee from a total return calculation produces a higher total
return figure. Total returns, yields, and other performance information may
be quoted numerically or in a table, graph, or similar illustration, and
may omit or include the effect of the $5.00 account closeout fee.
NET ASSET VALUE. Charts and graphs using a fund's net asset values,
adjusted net asset values, and benchmark indices may be used to exhibit
performance. An adjusted NAV includes any distributions paid by a fund and
reflects all elements of its return. Unless otherwise indicated, a fund's
adjusted NAVs are not adjusted for sales charges, if any.
HISTORICAL FUND RESULTS. The following tables show the money market fund's
7-day yields, each bond fund's 30-day yields, each fund's tax-equivalent
yields, and total returns for periods ended August 31, 1996. Total return
figures include the effect of the $5.00 account closeout fee based on an
average size account, but not Spartan Municipal Income's and Spartan
Aggressive Municipal Income's .50% and 1.00% redemption fees respectively,
applicable to shares held less than 180 days.
The tax-equivalent yield is based on a 36% federal income tax rate. Note
that each fund may invest in securities whose income is subject to the
federal alternative minimum tax. 
 
<TABLE>
<CAPTION>
<S>                          <C>        <C>     <C>   <C>         <C>             <C>             <C>              <C>              
                             Average Annual Returns                               Cumulative Total Returns               
 
 
                             Thirty-/   Tax 
                                        Equival One   Five        Life of         One             Five             Life of   
                             Seven-D    ent                                                         
                             ay                                                                         
 
                             Yield      Yield   Year  Years       Fund**          Year            Years            Fund**   
 
Spartan Municipal Money *        3.26%  5.09%   3.41% 3.21    %       3.39    %       3.41    %       17.13    %       20.68    %   
 
Spartan 
Short-Intermediate               4.03%  6.30%   3.74% 5.31    %       5.05    %       3.74    %       29.52    %       61.18    %   
       Municipal    Income    *                                                                                              
 
Spartan Intermediate             4.64%  7.25%   4.79% N/A             5.36    %       4.79    %      N/A               19.14    %   
       Municipal    Income                                                                                                 
 
Spartan Municipal Income         5.02%  7.84%   5.73% 7.28    %       7.95    %       5.73    %       42.07    %       61.25    %   
 
Spartan Aggressive Municipal     5.53%  8.64%   5.47% N/A             5.87%           5.47    %      N/A               21.03    %   
 
</TABLE>
 
* If FMR had not reimbursed certain fund expenses during these periods,
Spartan Municipal Money's yield would have been 3.16%, respectively and the
total returns would have been lower. 
** From commencement of operations: Spartan Municipal Money - January 14,
1991; Spartan Short-Intermediate Municipal Income - December 24, 1986;
Spartan Intermediate Municipal Income - April 26, 1993; Spartan Municipal
Income - June 4, 1990; Spartan Aggressive Municipal Income - April 29, 1993
The following table   s     show the income and capital elements of each
fund's cumulative total return. The table   s     compare each fund's
return to the record of the Standard & Poor's (S&P 500), the Dow Jones
Industrial Average (DJIA), and the cost of living    as     measured by the
Consumer Price Index,    (    CPI) over the same period. The CPI
information is as of the month end closest to the initial investment date
for each fund. The S&P 500 and DJIA comparisons are provided to show how
each fund's total return compared to the record of a broad    unmanaged
index     of common stocks and a narrower set of stocks of major industrial
companies, respectively, over the same period.    Because     Spartan
Municipal Money invests in short-term fixed-income securities, and the
other funds invest in fixed-income securities, common stocks represent a
different type of investment from the fund. Common stocks generally offer
greater growth potential than the funds, but generally experience greater
price volatility, which means greater potential for loss. In addition,
common stocks generally provide lower income than a fixed-income investment
such as the funds.    The     S&P 500 and DJIA    returns     are based on
the prices of unmanaged groups of stocks and, unlike    each     funds'
returns, do not include the effect of brokerage commissions or other costs
of investing.
SPARTAN MUNICIPAL MONEY FUND. During the period from January 14, 1991
(commencement of operations) to August 31, 1996, a hypothetical $10,000
investment in Spartan Municipal Money Fund would have grown to
$   12,068    , assuming all distributions were reinvested. This was a
period of fluctuating interest rates and bond prices and the figures    on
the next page     should not be considered representative of the dividend
income or capital gain or loss that could be realized from an investment in
the fund today.
SPARTAN MUNICIPAL MONEY FUND                           INDICES               
 
 
<TABLE>
<CAPTION>
<S>         <C>               <C>              <C>               <C>               <C>               <C>               
Period      Value of          Value of         Total             S&P 500           DJIA              Cost of           
Ended       Initial           Reinvested       Value                                                 Living   **       
August 31   $10,000           Dividend                                                                                 
            Investment        Distributions                                                                            
 
                                                                                                                       
 
                                                                                                                       
 
                                                                                                                       
 
 1996       $    10,000       $    2,068       $    12,068       $    24,238       $    26,225          $ 11,756       
 
 1995       $    10,000       $    1,670       $    11,670       $    20,415       $    21,064       $    11,428       
 
 1994       $    10,000       $    1,265       $    11,265       $    16,810       $    17,424       $    11,136       
 
 1993       $    10,000       $    990         $    10,990       $    15,938       $    15,820       $    10,822       
 
 1992       $    10,000       $    705         $    10,705       $    13,832       $    13,704       $    10,531       
 
 1991*      $    10,000       $    303         $    10,303       $    12,815       $    12,431       $    10,209       
 
</TABLE>
 
* From January 14, 1991 (commencement of operations).
   ** From month-end closest to initial investment date.    
Explanatory Notes: With an initial investment of $10,000 made on January
14, 1991, the net amount invested in fund shares was $10,000. The cost of
the initial investment ($10,000), together with the aggregate cost of
reinvested dividends for the period covered (their cash value at the time
they were reinvested), amounted to $   12,068    . If distributions had not
been reinvested, the amount of distributions earned from the fund over time
would have been smaller, and cash payments (dividends) for the period would
have amounted to $   1,883    . The fund did not distribute any capital
gains during the period. Tax consequences of different investments have not
been factored into the above figures. The figures in the table do not
reflect the effect of the fund's $5.00 account closeout fee.
SPARTAN SHORT-INTERMEDIATE MUNICIPAL    INCOME     FUND. During the period
from December 24, 1986 (commencement of operations) to August 31, 1996, a
hypothetical $10,000 investment in Spartan Short-Intermediate Municipal
Fund would have grown to $   16,119    , assuming all distributions were
reinvested. This was a period of fluctuating interest rates and bond prices
and the figures below should not be considered representative of the
dividend income or capital gain or loss that could be realized from an
investment in the fund today.
 
<TABLE>
<CAPTION>
<S>                                                       <C>   <C>   <C>   <C>   <C>       <C>   <C>   
SPARTAN SHORT-INTERMEDIATE MUNICIPAL    INCOME     FUND                           INDICES               
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>      <C>               <C>              <C>             <C>               <C>               <C>               <C>   
Period 
Ended    Value of          Value of         Value of        Total             S&P 500           DJIA              Cost of           
August 
31       Initial           Reinvested       Reinvested      Value                                                 Living   **       
         $10,000           Dividend         Capital Gain                                                                            
         Investment        Distributions    Distributions                                                                           
 
                                                                                                                                    
 
                                                                                                                                    
 
                                                                                                                                    
 
1996     $    9,930        $    6,175       $    14         $    16,119       $    35,677       $    39,593          $ 14,235       
 
1995     $    9,980        $    5,543       $    14         $    15,537       $    30,050       $    31,797       $    13,837       
 
1994     $    9,840        $    4,810       $    14         $    14,664       $    24,743       $    26,306       $    13,484       
 
1993     $    10,090       $    4,279       $    0          $    14,369       $    23,460       $    23,884       $    13,104       
 
1992     $    9,840        $    3,543       $    0          $    13,383       $    20,359       $    20,689       $    12,751       
 
1991     $    9,640        $    2,805       $    0          $    12,445       $    18,863       $    18,768       $    12,362       
 
19   90  $ 9,450        $    2,040       $    0          $    11,490       $    14,863       $    15,552       $    11,910       
 
1989     $    9,450        $    1,394       $    0          $    10,844       $    15,644       $    15,674       $    11,276       
 
1988     $    9,470        $    785         $    0          $    10,255       $    11,236       $    11,213       $    10,769       
 
1987*    $    9,660        $    285         $    0          $    9,945        $    13,666       $    14,188       $    10,353       
 
</TABLE>
 
* From December 24, 1986 (commencement of operations).
   ** From month-end closest to initial investment date.    
Explanatory Notes: With an initial investment of $10,000 made on December
24, 1986, the net amount invested in fund shares was $10,000. The cost of
the initial investment ($10,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinvested), amounted to
$   16,057    . If distributions had not been reinvested, the amount of
distributions earned from the fund over time would have been smaller, and
cash payments for the period would have amounted to $   4,696     for
dividends and $10 for capital gain distributions. Tax consequences of
different investments have not been factored into the above figures. The
figures in the table do not reflect the effect of the fund's $5.00 account
closeout fee.
SPARTAN INTERMEDIATE MUNICIPAL    INCOME     FUND. During the period from
April 26, 1993 (commencement of operations) to August 31, 1996, a
hypothetical $10,000 investment in Spartan Intermediate Municipal Fund
would have grown to $   11,915    , assuming all distributions were
reinvested. This was a period of fluctuating interest rates and bond prices
and the figures below should not be considered representative of the
dividend income or capital gain or loss that could be realized from an
investment in the fund today.
 
<TABLE>
<CAPTION>
<S>                                   <C>   <C>   <C>   <C>   <C>       <C>   <C>   
SPARTAN INTERMEDIATE MUNICIPAL FUND                           INDICES               
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>      <C>               <C>              <C>             <C>               <C>               <C>               <C>               
Period 
Ended    Value of          Value of         Value of        Total             S&P 500           DJIA              Cost of           
August 
31       Initial           Reinvested       Reinvested      Value                                                 Living   **       
         $10,000           Dividend         Capital Gain                                                                            
         Investment        Distributions    Distributions                                                                           
 
                                                                                                                                    
 
                                                                                                                                    
 
                                                                                                                                    
 
1996     $    10,050       $    1,825       $    40         $    11,915       $    16,309       $    17,906          $10,924        
 
1995     $    10,060       $    1,270       $    40         $    11,370       $    13,737       $    14,381       $    10,618       
 
1994     $    9,840        $    697         $    39         $    10,576       $    11,311       $    11,897       $    10,347       
 
1993*    $    10,340       $    182         $    0          $    10,522       $    10,725       $    10,802       $    10,056       
 
</TABLE>
 
* From April 26, 1993 (commencement of operations).
   ** From month-end closest to initial investment date.    
Explanatory Notes: With an initial investment of $10,000 made on April 26,
1993, the net amount invested in fund shares was $10,000. The cost of the
initial investment ($10,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinvested), amounted to $11,856.
If distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash payments
for the period would have amounted to $1,666 for dividends and $40 for
capital gain distributions. Tax consequences of different investments have
not been factored into the above figures. The figures in the table do not
reflect the effect of the fund's $5.00 account closeout fee.
SPARTAN MUNICIPAL INCOME FUND. During the period from June 4, 1990
(commencement of operations) to August 31, 1996, a hypothetical $10,000
investment in Spartan Municipal Income Fund would have grown to $16,126,
assuming all distributions were reinvested. This was a period of
fluctuating interest rates and bond prices and the figures below should not
be considered representative of the dividend income or capital gain or loss
that could be realized from an investment in the fund today.
SPARTAN MUNICIPAL INCOME FUND                           INDICES               
 
 
 
 
<TABLE>
<CAPTION>
<S>      <C>               <C>              <C>             <C>               <C>               <C>               <C>               
Period 
Ended    Value of          Value of         Value of        Total             S&P 500           DJIA              Cost of           
August 
31       Initial           Reinvested       Reinvested      Value                                                 Living   **       
         $10,000           Dividend         Capital Gain                                                                            
         Investment        Distributions    Distributions                                                                           
 
                                                                                                                                    
 
                                                                                                                                    
 
                                                                                                                                    
 
1996     $    10,220       $    5,010       $    896        $    16,126       $    21,496       $    23,165          $ 12,175       
 
1995     $    10,180       $    4,182       $    889        $    15,251       $    18,106       $    18,604       $    11,834       
 
1994     $    10,070       $    3,263       $    762        $    14,095       $    14,908       $    15,391       $    11,533       
 
1993     $    11,370       $    2,790       $    137        $    14,297       $    14,135       $    13,974       $    11,207       
 
1992     $    10,710       $    1,835       $    46         $    12,591       $    12,267       $    12,105       $    10,906       
 
1991     $    10,360       $    990         $    0          $    11,350       $    11,365       $    10,981       $    10,573       
 
1990*    $    9,890        $    186         $    0          $    10,076       $    8,955        $    9,099        $    10,186       
 
</TABLE>
 
* From June 4, 1990 (commencement of operations).
   ** From month-end closest to initial investment date.    
Explanatory Notes: With an initial investment of $10,000 made on June 4,
1990, the net amount invested in fund shares was $10,000. The cost of the
initial investment ($10,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinvested), amounted to $16,011.
If distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash payments
for the period would have amounted to    $4,025     for dividends and
   $742     for capital gain distributions. Tax consequences of different
investments have not been factored into the above figures. The figures in
the table do not reflect the effect of the fund's $5.00 account closeout
fee or the fund's .50% redemption fee applicable to shares held less than
180 days.
SPARTAN AGGRESSIVE MUNICIPAL FUND. During the period from April 29, 1993
(commencement of operations) to August 31, 1996, a hypothetical $10,000
investment in Spartan Aggressive Municipal Fund would have grown to
$12,104, assuming all distributions were reinvested. This was a period of
fluctuating interest rates and bond prices and the figures below should not
be considered representative of the dividend income or capital gain or loss
that could be realized from an investment in the fund today.
SPARTAN AGGRESSIVE MUNICIPAL FUND                           INDICES        
 
 
 
 
<TABLE>
<CAPTION>
<S>      <C>               <C>              <C>             <C>               <C>               <C>               <C>               
Period 
Ended    Value of          Value of         Value of        Total             S&P 500           DJIA                 Cost of
       
August 
31       Initial           Reinvested       Reinvested      Value                                                    Living**       
         $10,000           Dividend         Capital Gain                                                                            
         Investment        Distributions    Distributions                                                                           
 
                                                                                                                                   
 
                                                                                                                                   
 
                                                                                                                                   
 
1996     $    9,900        $    2,184       $    20         $    12,104       $    16,271       $    17,903          $ 10,924       
 
1995     $    9,930        $    1,525       $    20         $    11,475       $    13,704       $    14,378          $ 10,618       
 
1994     $    9,790        $    820         $    19         $    10,629       $    11,284       $    11,895          $ 10,347       
 
1993*    $    10,350       $    214         $    0          $    10,564       $    10,699       $    10,800          $ 10,056       
 
</TABLE>
 
   * From April 29, 1993 (commencement of operations).
** From month-end closest to initial investment date.    
Explanatory Notes: With an initial investment of $10,000 made on April 29,
1993, the net amount invested in fund shares was $10,000. The cost of the
initial investment ($10,000), together with the aggregate cost of
reinvested dividends and capital gain distributions for the period covered
(their cash value at the time they were reinvested), amounted to
$   12,210    . If distributions had not been reinvested, the amount of
distributions earned from the fund over time would have been smaller, and
cash payments for the period would have amounted to $1,981 for dividends
and $20 for capital gain distributions. Tax consequences of different
investments have not been factored into the above figures. The figures in
the table do not reflect the effect of the fund's $5.00 account closeout
fee or the fund's 1.00% redemption fee applicable to shares held less than
180 days.
PERFORMANCE COMPARISONS. A fund's performance may be compared to the
performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed as
mutual fund rankings prepared by Lipper Analytical Services, Inc. (Lipper),
an independent service located in Summit, New Jersey that monitors the
performance of mutual funds. Generally, Lipper rankings are based on total
return, assume reinvestment of distributions, do not take sales charges or
redemption fees into consideration, and are prepared without regard to tax
consequences. Lipper may also rank funds based on yield. In addition to the
mutual fund rankings, a fund's performance may be compared to stock, bond,
and money market mutual fund performance indices prepared by Lipper or
other organizations.    Each bond fund may compare its performance to the
Lehman Brothers Municipal Bond Index, a total return performance benchmark
for investment-grade municipal bonds with maturities of at least one year.
Spartan Short-Intermediate Municipal Income may also compare to the Lehman
Brothers 1-5 Year Municipal Bond Index, a total return performance
benchmark for investment-grade municipal bonds with maturities between one
and five years. Spartan Intermediate Municipal Income may compare to the
Lehman Brothers 1-17 Year Municipal Bond Index, a total return performance
benchmark for investment-grade municipal bonds with maturities between one
and 17 years. Issues included in these indexes have been issued after
December 31, 1990 and have an outstanding par value of at least $50
million. Subsequent to December 31, 1995, zero coupon bonds and issues
subject to the alternative minimum tax are included in each index. Spartan
Aggressive Municipal may also compare to the Lehman Brothers 70%
Municipal/30% Non-Investment Grade Composite Index, a total return
performance benchmark for both investment-grade and non-investment grade
municipal bonds. This index is weighted 70% with the Lehman Brothers
Municipal Bond Index and weighted 30% with the Lehman Brothers
Non-Investment Grade Bond Index, a total return performance benchmark for
municipal bonds with maturities of at least one year that have a maximum
credit rating of Ba1 or are unrated and have been issued after December 31,
1990.
When comparing these indices, it is important to remember the risk and
return characteristics of each type of investment. For example, while stock
mutual funds may offer higher potential returns, they also carry the
highest degree of share price volatility. Likewise, money market funds may
offer greater stability of principal, but generally do not offer the higher
potential returns available from stock mutual funds.    
From time to time, a fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in advertising.
A fund may be compared in advertising to Certificates of Deposit (CDs) or
other investments issued by banks or other depository institutions. Mutual
funds differ from bank investments in several respects. For example, a fund
may offer greater liquidity or higher potential returns than CDs, a fund
does not guarantee your principal or your return, and fund shares are not
FDIC insured.
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; work sheets used to project savings needs based on assumed rates
of inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation based on the Consumer Price Index, and
combinations of various capital markets. The performance of these capital
markets is based on the returns of different indices. 
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future. 
A fund may compare its performance or the performance of securities in
which it may invest to averages published by IBC USA (Publications), Inc.
of Ashland, Massachusetts. These averages assume reinvestment of
distributions. The IBC/Donoghue's MONEY FUND AVERAGES
All   -    Tax   -    Free which is reported in the MONEY FUND
REPORT(registered trademark), covers over    412     All Tax Free money
market funds. The Bond Fund Report
AverageS(trademark)/All   -    Tax   -    Free, which is reported in the
BOND FUND REPORT(registered trademark), covers over    568     tax free
bond funds. When evaluating comparisons to money market funds, investors
should consider the relevant differences in investment objectives and
policies. Specifically, money market funds invest in short-term,
high-quality instruments and seek to maintain a stable $1.00 share price.
Bond funds, however, invest in longer-term instruments and their share
prices change daily in response to a variety of factors.
A fund may compare and contrast in advertising the relative advantages of
investing in a mutual fund versus an individual municipal bond. Unlike
tax-free mutual funds, individual municipal bonds offer a stated rate of
interest and, if held to maturity, repayment of principal. Although some
individual municipal bonds might offer a higher return, they do not offer
the reduced risk of a mutual fund that invests in many different
securities. The initial investment requirements and sales charges of many
tax-free mutual funds are lower than the purchase cost of individual
municipal bonds, which are generally issued in $5,000 denominations and are
subject to direct brokerage costs.
In advertising materials, Fidelity may reference or discuss its products
and services, which may include other Fidelity funds; retirement investing;
brokerage products and services; model portfolios or allocations; saving
for college or other goals; charitable giving; and the Fidelity credit
card. In addition, Fidelity may quote or reprint financial or business
publications and periodicals as they relate to current economic and
political conditions, fund management, portfolio composition, investment
philosophy, investment techniques, the desirability of owning a particular
mutual fund, and Fidelity services and products. Fidelity may also reprint,
and use as advertising and sales literature, articles from Fidelity Focus,
a quarterly magazine provided free of charge to Fidelity fund shareholders.
A fund may present its fund number, Quotron(trademark) number, and CUSIP
number, and discuss or quote its current portfolio manager.
VOLATILITY. A fund may quote various measures of volatility and benchmark
correlation in advertising. In addition, the fund may compare these
measures to those of other funds. Measures of volatility seek to compare
the fund's historical share price fluctuations or total returns to those of
a benchmark. Measures of benchmark correlation indicate how valid a
comparative benchmark may be. All measures of volatility and correlation
are calculated using averages of historical data. In advertising, a fund
may also discuss or illustrate examples of interest rate sensitivity.
MOMENTUM INDICATORS indicate a fund's price movements over specific periods
of time. Each point on the momentum indicator represents the fund's
percentage change in price movements over that period.
A fund may advertise examples of the effects of periodic investment plans,
including the principle of dollar cost averaging. In such a program, an
investor invests a fixed dollar amount in a fund at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit or guard
against loss in a declining market, the investor's average cost per share
can be lower than if fixed numbers of shares are purchased at the same
intervals. In evaluating such a plan, investors should consider their
ability to continue purchasing shares during periods of low price levels.
As of August 31, 1996, FMR advised over $   27     billion in tax-free fund
assets, $   90     billion in money market fund assets,    $271 billion
    in equity fund assets, $   55     billion in international fund assets,
and $   24     billion in Spartan fund assets. The funds may reference the
growth and variety of money market mutual funds and the adviser's
innovation and participation in the industry. The equity funds under
management figure represents the largest amount of equity fund assets under
management by a mutual fund investment adviser in the United States, making
FMR America's leading equity (stock) fund manager. FMR, its subsidiaries,
and affiliates maintain a worldwide information and communications network
for the purpose of researching and managing investments abroad.
In addition to performance rankings, each fund may compare its total
expense ratio to the average total expense ratio of similar funds tracked
by Lipper. A fund's total expense ratio is a significant factor in
comparing bond and money market investments because of its effect on yield. 
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Each fund is open for business and its net asset value per share (NAV) is
calculated each day the New York Stock Exchange (NYSE) is open for trading.
The NYSE has designated the following holiday closings for 1996: New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, and Christmas Day. Although FMR expects the same
holiday schedule to be observed in the future, the NYSE may modify its
holiday schedule at any time. In addition, the funds will not process wire
purchases and redemptions on days when the Federal Reserve Wire System is
closed.
FSC normally determines each fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time. However, NAV may be calculated earlier if
trading on the NYSE is restricted or as permitted by the Securities and
Exchange Commission (SEC). To the extent that portfolio securities are
traded in other markets on days when the NYSE is closed, a fund's NAV may
be affected on days when investors do not have access to the fund to
purchase or redeem shares. In addition, trading in some of a fund's
portfolio securities may not occur on days when the fund is open for
business.
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing a fund's NAV. Shareholders receiving securities or other property
on redemption may realize a gain or loss for tax purposes, and will incur
any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the Investment Company Act of 1940 (the 1940
Act), each fund is required to give shareholders at least 60 days' notice
prior to terminating or modifying its exchange privilege. Under the Rule,
the 60-day notification requirement may be waived if (i) the only effect of
a modification would be to reduce or eliminate an administrative fee,
redemption fee, or deferred sales charge ordinarily payable at the time of
an exchange, or (ii) the fund suspends the redemption of the shares to be
exchanged as permitted under the 1940 Act or the rules and regulations
thereunder, or the fund to be acquired suspends the sale of its shares
because it is unable to invest amounts effectively in accordance with its
investment objective and policies.
In the Prospectus, each fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. To the extent that each fund's income is designated as federally
tax-exempt interest, the daily dividends declared by the fund are also
federally tax-exempt. Short-term capital gains are distributed as dividend
income, but do not qualify for the dividends-received deduction. These
gains will be taxed as ordinary income. Each fund will send each
shareholder a notice in January describing the tax status of dividend and
capital gain distributions (if any) for the prior year. 
Shareholders are required to report tax-exempt income on their federal tax
returns. Shareholders who earn other income, such as Social Security
benefits, may be subject to federal income tax on up to 85% of such
benefits to the extent that their income, including tax-exempt income,
exceeds certain base amounts.
Each fund purchases municipal securities whose interest FMR believes is
free from federal income tax. Generally, issuers or other parties have
entered into covenants requiring continuing compliance with federal tax
requirements to preserve the tax-free status of interest payments over the
life of the security. If at any time the covenants are not complied with,
or if the IRS otherwise determines that the issuer did not comply with
relevant tax requirements, interest payments from a security could become
federally taxable retroactive to the date the security was issued. For
certain types of structured securities, the tax status of the pass-through
of tax-free income may also be based on the federal tax treatment of the
structure.
As a result of the Tax Reform Act of 1986, interest on certain "private
activity" securities is subject to the federal alternative minimum tax
(AMT), although the interest continues to be excludable from gross income
for other tax purposes. Interest from private activity securities will be
considered tax-exempt for purposes of Spartan Municipal Money, Spartan
Short-Intermediate Municipal Income, and Spartan Municipal Income fund's
policies of investing so that at least 80% of their income is free from
federal income tax,and Spartan Intermediate Municipal's and Spartan
Aggressive Municipal's policies of investing so that at least 80% of their
assets are free from federal income tax. Interest from private activity
securities is a tax preference item for the purposes of determining whether
a taxpayer is subject to the AMT and the amount of AMT to be paid, if any.
Private activity securities issued after August 7, 1986 to benefit a
private or industrial user or to finance a private facility are affected by
this rule.
A portion of the gain on bonds purchased with market discount after April
30, 1993 and short-term capital gains distributed by each fund are taxable
to shareholders as dividends, not as capital gains. Dividend distributions
resulting from a recharacterization of gain from the sale of bonds
purchased with market discount after April 30, 1993 are not considered
income for purposes of Spartan Municipal Income, Spartan Municipal Money,
and Spartan Short-Intermediate Municipal Income fund's policy of investing
so that at least 80% of its income is free from federal income tax. Spartan
Municipal Money may distribute any net realized short-term capital gains
and taxable market discount once a year or more often, as necessary, to
maintain its net asset value at $1.00 per share.
Corporate investors should note that a tax preference item for purposes of
the corporate AMT is 75% of the amount by which adjusted current earnings
(which includes tax-exempt interest) exceeds the alternative minimum
taxable income of the corporation. If a shareholder receives an
exempt-interest dividend and sells shares at a loss after holding them for
a period of six months or less, the loss will be disallowed to the extent
of the amount of exempt-interest dividend. 
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by each fund on
the sale of securities and distributed to shareholders are federally
taxable as long-term capital gains, regardless of the length of time
shareholders have held their shares. If a shareholder receives a long-term
capital gain distribution on shares of a fund, and such shares are held six
months or less and are sold at a loss, the portion of the loss equal to the
amount of the long-term capital gain distribution will be considered a
long-term loss for tax purposes. Short-term capital gains distributed by
each fund are taxable to shareholders as dividends, not as capital gains.
The money market fund does not anticipate distributing long-term capital
gains.
   As of August 31, 1996, Spartan Municipal Money Market Fund had a capital
loss carryforward aggregating approximately $198,900, of which $900, $700,
$45,800, $26,500 and $125,000 will expire on August 31, 1999, 2001, 2002,
2003, and 2004 respectively, and is available to offset future capital
gains.
As of August 31, 1996, Spartan Short-Intermediate Municipal Income Fund had
a capital loss carryforward aggregating approximately $6,706,000 of which
$5,803,000 and $903,000 will expire on August 31, 2003 and 2004
respectively, and is available to offset future capital gains.
As of August 31, 1996, Spartan Intermediate Municipal Income Fund had a
capital loss carry forward aggregating approximately $8,853,000 of which
$3,556,000 and $5,297,000 will expire on August 31, 2003 and 2004
respectively, and is available to offset future capital gains.
As of August 31, 1996, Spartan Municipal Income Fund had a capital loss
carryforward aggregating approximately $19,439,000 of which $2,188,000 and
$17,251,000 will expire on August 31, 2003 and 2004 respectively, and is
available to offset future capital gains.
As of August 31, 1996, Spartan Aggressive Municipal Fund had a capital loss
carryforward aggregating approximately $1,845,000 of which $1,047,000 and
$798,000 will expire on August 31, 2003 and 2004 respectively, and is
available to offset future capital gains.    
TAX STATUS OF THE FUNDS. Each fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes at the fund level,
each fund intends to distribute substantially all of its net investment
income and net realized capital gains within each calendar year as well as
on a fiscal year basis. Each fund intends to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held less than three months
constitute less than 30% of the fund's gross income for each fiscal year.
Gains from some, futures contracts, and options are included in this 30%
calculation, which may limit a fund's investments in such instruments.
Spartan Municipal Money fund is treated as a separate entity from the other
funds of Fidelity Union Street Trust II and Spartan Short-Intermediate
Municipal Income, Spartan Intermediate Municipal Income, Spartan Municipal
Income, and Spartan Aggressive Municipal are treated as separate entities
from the other funds of Fidelity Union Street Trust for tax purposes. 
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting each fund and its shareholders,
and no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders may be subject to state and
local taxes on fund distributions, and shares may be subject to state and
local personal property taxes. Investors should consult their tax advisers
to determine whether a fund is suitable to their particular tax situation.
FMR
All of the stock of FMR is owned by FMR Corp., its parent organized in
1972. The voting common stock of FMR Corp. is divided into two classes.
Class B is held predominantly by members of the Edward C. Johnson 3d family
and is entitled to 49% of the vote on any matter acted upon by the voting
common stock. Class A is held predominantly by non-Johnson family member
employees of FMR Corp. and its affiliates and is entitled to 51% of the
vote on any such matter. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement under which
all Class B shares will be voted in accordance with the majority vote of
Class B shares. Under the Investment Company Act of 1940 (1940 Act) control
of a company is presumed where one individual or group of individuals owns
more than 25% of the voting stock of that company. Therefore, through their
ownership of voting common stock and the execution of the shareholders'
voting agreement, members of the Johnson family may be deemed, under the
1940 Act, to form a controlling group with respect to FMR Corp.
At present, the principal operating activities of FMR Corp. are those
conducted by three of its divisions as follows: FSC, which is the transfer
and shareholder servicing agent for certain of the funds advised by FMR;
Fidelity Investments Institutional Operations Company, which performs
shareholder servicing functions for institutional customers and funds sold
through intermediaries; and Fidelity Investments Retail Marketing Company,
which provides marketing services to various companies within the Fidelity
organization.
Fidelity investment personnel may invest in securities for their own
account pursuant to a code of ethics that sets forth all employees'
fiduciary responsibilities regarding the funds, establishes procedures for
personal investing and restricts certain transactions. For example, all
personal trades in most securities require pre-clearance, and participation
in initial public offerings is prohibited. In addition, restrictions on the
timing of personal investing in relation to trades by Fidelity funds and on
short-term trading have been adopted.
TRUSTEES AND OFFICERS
   The Trustees, Members of the Advisory Board, and exec    utive officers
of the trust are listed below. Except as indicated, each individual has
held the office shown or other offices in the same company for the last
five years. Trustees and officers elected or appointed to Fidelity Union
Street Trust prior to the Money Markets fund conversion from a
Massachusetts business trust served in identical capaci   ties. All persons
named as Trustees and Members of the Advisory Board also serve in
sim    ilar capacities for other funds advised by FMR. The business address
of each Trustee and officer who is an "interested person" (as defined in
the Investment Company Act of 1940) is 82 Devonshire Street, Boston,
Massachusetts 02109, which is also the address of FMR. The business address
of all the other Trustees and Members of the Advisory Board is Fidelity
Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235. Those
Trustees who are "interested persons" by virtue of their affiliation with
either the trust or FMR are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d (66), Trustee and President, is Chairman, Chief
Executive Officer and a Director of FMR Corp.; a Director and Chairman of
the Board and of the Executive Committee of FMR; Chairman and a Director of
FMR Texas Inc., Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD (55), Trustee and Senior Vice President, is President of
FMR; and President and a Director of FMR Texas Inc., Fidelity Management &
Research (U.K.) Inc., and Fidelity Management & Research (Far East) Inc.
RALPH F. COX (64), Trustee (1991), is a management consultant (1994). Prior
to February 1994, he was President of Greenhill Petroleum Corporation
(petroleum exploration and production). Until March 1990, Mr. Cox was
President and Chief Operating Officer of Union Pacific Resources Company
(exploration and production). He is a Director of Sanifill Corporation
(non-hazardous waste, 1993), CH2M Hill Companies (engineering), Rio Grande,
Inc. (oil and gas production), and Daniel Industries (petroleum measurement
equipment manufacturer). In addition, he is a member of advisory boards of
Texas A&M University and the University of Texas at Austin.
PHYLLIS BURKE DAVIS (64), Trustee (1992). Prior to her retirement in
September 1991, Mrs. Davis was the Senior Vice President of Corporate
Affairs of Avon Products, Inc. She is currently a Director of BellSouth
Corporation (telecommunications), Eaton Corporation (manufacturing, 1991),
and the TJX Companies, Inc. (retail stores), and previously served as a
Director of Hallmark Cards, Inc. (1985-1991) and Nabisco Brands, Inc. In
addition, she is a member of the President's Advisory Council of The
University of Vermont School of Business Administration.
RICHARD J. FLYNN (72), Trustee and Chairman of the non-interested Trustees,
is a financial consultant. Prior to September 1986, Mr. Flynn was Vice
Chairman and a Director of the Norton Company (manufacturer of industrial
devices). He is currently a Trustee of College of the Holy Cross and Old
Sturbridge Village, Inc., and he previously served as a Director of
Mechanics Bank (1971-1995).
E. BRADLEY JONES (68), Trustee. Prior to his retirement in 1984, Mr. Jones
was Chairman and Chief Executive Officer of LTV Steel Company. He is a
Director of TRW Inc. (original equipment and replacement products),
Cleveland-Cliffs Inc (mining), Consolidated Rail Corporation, Birmingham
Steel Corporation, and RPM, Inc. (manufacturer of chemical products), and
he previously served as a Director of NACCO Industries, Inc. (mining and
marketing, 1985-1995) and Hyster-Yale Materials Handling, Inc. (1985-1995).
In addition, he serves as a Trustee of First Union Real Estate Investments,
a Trustee and member of the Executive Committee of the Cleveland Clinic
Foundation, a Trustee and member of the Executive Committee of University
School (Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK (63), Trustee, is Executive-in-Residence (1995) at Columbia
University Graduate School of Business and a financial consultant. From
1987 to January 1995, Mr. Kirk was a Professor at Columbia University
Graduate School of Business. Prior to 1987, he was Chairman of the
Financial Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance), and he previously served as a Director of
Valuation Research Corp. (appraisals and valuations, 1993-1995). In
addition, he serves as Chairman of the Board of Directors of the National
Arts Stabilization Fund, Vice Chairman of the Board of Trustees of the
Greenwich Hospital Association, a Member of the Public Oversight Board of
the American Institute of Certified Public Accountants' SEC Practice
Section (1995), and as a Public Governor of the National Association of
Securities Dealers, Inc. (1996).
*PETER S. LYNCH (53), Trustee, is Vice Chairman and Director of FMR (1992).
Prior to May 31, 1990, he was a Director of FMR and Executive Vice
President of FMR (a position he held until March 31, 1991); Vice President
of Fidelity Magellan Fund and FMR Growth Group Leader; and Managing
Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity
Investments Corporate Services (1991-1992). He is a Director of W.R. Grace
& Co. (chemicals) and Morrison Knudsen Corporation (engineering and
construction). In addition, he serves as a Trustee of Boston College,
Massachusetts Eye & Ear Infirmary, Historic Deerfield (1989) and Society
for the Preservation of New England Antiquities, and as an Overseer of the
Museum of Fine Arts of Boston.
GERALD C. McDONOUGH (67), Trustee and Vice-Chairman of the non-interested
Trustees, is Chairman of G.M. Management Group (strategic advisory
services). Prior to his retirement in July 1988, he was Chairman and Chief
Executive Officer of Leaseway Transportation Corp. (physical distribution
services). Mr. McDonough is a Director of Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration),
Commercial Intertech Corp.    (hydraulic systems, building systems and
metal products, 1992), CUNO, Inc. (liquid and gas filtration products,
1996), and Associated Estates Realty Corporation (a real estate investment
trust, 1993). Mr. McDonough served as a Director of ACME-Cleveland Corp.
(metal working, telecommunications, and electronic products) from
1987-1996.    
EDWARD H. MALONE (71), Trustee. Prior to his retirement in 1985, Mr. Malone
was Chairman, General Electric Investment Corporation and a Vice President
of General Electric Company. He is a Director of Allegheny Power Systems,
Inc. (electric utility), General Re Corporation (reinsurance) and Mattel
Inc. (toy manufacturer). In addition, he serves as a Trustee of the Naples
Philharmonic Center for the Arts and Rensselaer Polytechnic Institute, and
he is a member of the Advisory Boards of Butler Capital Corporation Funds
and Warburg, Pincus Partnership Funds.
MARVIN L. MANN (63), Trustee (1993) is Chairman of the Board, President,
and Chief Executive Officer of Lexmark International, Inc. (office
machines, 1991). Prior to 1991, he held the positions of Vice President of
International Business Machines Corporation ("IBM") and President and
General Manager of various IBM divisions and subsidiaries. Mr. Mann is a
Director of M.A. Hanna Company (chemicals, 1993) and Infomart (marketing
services, 1991), a Trammell Crow Co. In addition, he serves as the Campaign
Vice Chairman of the Tri-State United Way (1993) and is a member of the
University of Alabama President's Cabinet.
   WILLIAM O. McCOY (62), Member of the Advisory Board (1996), is the Vice
President of Finance for the University of North Carolina (16-school
system, 1995). Prior to his retirement in December 1994, Mr. McCoy was Vice
Chairman of the Board of BellSouth Corporation (telecommunications) and
President of BellSouth Enterprises. He is currently a Director of Liberty
Corporation (holding company), Weeks Corporation of Atlanta (real estate,
1994), and Carolina Power and Light Company (electric utility, 1996).
Previously, he was a Director of First American Corporation (bank holding
company, 1979-1996). In addition, Mr. McCoy serves as a member of the Board
of Visitors for the University of North Carolina at Chapel Hill (1994) and
for the Kenan Flager Business School (University of North Carolina at
Chapel Hill).    
THOMAS R. WILLIAMS (67), Trustee, is President of The Wales Group, Inc.
(management and financial advisory services). Prior to retiring in 1987,
Mr. Williams served as Chairman of the Board of First Wachovia Corporation
(bank holding company), and Chairman and Chief Executive Officer of The
First National Bank of Atlanta and First Atlanta Corporation (bank holding
company). He is currently a Director of BellSouth Corporation
(telecommunications), ConAgra, Inc. (agricultural products), Fisher
Business Systems, Inc. (computer software), Georgia Power Company (electric
utility), Gerber Alley & Associates, Inc. (computer software), National
Life Insurance Company of Vermont, American Software, Inc., and AppleSouth,
Inc. (restaurants, 1992).
   FRED L. HENNING, JR. (57), Vice President, is Vice President of
Fidelity's fixed-income (1995) f    unds and Senior Vice President of FMR
(1995).
   SARAH H. ZENOBLE (47), Vice President, is Vice President of Fidelity's
money market fund's (1996) and Vice President of FMR Texas Inc.    
NORMAN LIND (40), is manager and Vice President of Spartan
Short-Intermediate Municipal    Incom    e and Spartan Intermediate
Municipal Income, both of which he has managed since October 1995. Mr. Lind
also manages Advisor Short-Intermediate    Municipal Income    , New York
   Municipal Income    , New York Insured    Municipal Income    , Spartan
New York Intermediate Municipal    Income    , and Spartan New York
Municipal    Income    . Previously, he managed Spartan Municipal Income,
and he served as a municipal research analyst. Mr. Lind joined Fidelity in
1986.
DAVID MURPHY (48), is manager and Vice President of Spartan Municipal
Income, which he has managed since October 1995. Mr. Murphy also manages
High Yield Tax-Free, Limited Term Municipal    Income    , Advisor
   Intermediate Municipal Income    , and Michigan Municipal Income.
Previously, he managed Spartan Short-Intermediate Municipal Income, Spartan
Intermediate Municipal Income, Spartan New Jersey Municipal    Income    ,
Spartan New York Intermediate Municipal    Income    , and Advisor
Short-Intermediate    Municipal Income    . Mr. Murphy joined Fidelity in
1989.
SCOTT ORR (34), is manager and Vice President of Spartan Municipal Money
Market, which he has managed since June 1995. He also manages Institutional
Tax-Exempt Cash Portfolios, Daily Tax Exempt Money, and Spartan Arizona
Municipal Money Market. Previously he managed Connecticut Municipal Money
Market, Michigan Municipal Money Market, New Jersey    Municipal     Money
Market, Spartan Connecticut Municipal Money Market, and Spartan New Jersey
Municipal Money Market, and he served as a municipal bond analyst. Mr. Orr
joined Fidelity in 1989.
ARTHUR S. LORING (48), Secretary, is Senior Vice President (1993) and
General Counsel of FMR, Vice President-Legal of FMR Corp., and Vice
President and Clerk of FDC.
KENNETH A. RATHGEBER (49), Treasurer (1995), is Treasurer of the Fidelity
funds and is an employee of FMR (1995). Before joining FMR, Mr. Rathgeber
was a Vice President of Goldman Sachs & Co. (1978-1995), where he served in
various positions, including Vice President of Proprietary Accounting
(1988-1992), Global Co-Controller (1992-1994), and Chief Operations Officer
of Goldman Sachs (Asia) LLC (1994-1995).
THOMAS D. MAHER (51), Assistant Vice President, is Assistant Vice President
of Fidelity's money market funds and Vice President and Associate General
Counsel of FMR Texas Inc. 
JOHN H. COSTELLO (49), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (50), Assistant Treasurer (1994), is an employee of FMR
(1994). Prior to becoming Assistant Treasurer of the Fidelity funds, Mr.
Rush was Chief Compliance Officer of FMR Corp. (1993-1994) and Chief
Financial Officer of Fidelity Brokerage Services, Inc. (1990-1993).
THOMAS J. SIMPSON (38), Assistant Treasurer (1996), is Assistant Treasurer
of Fidelity's money market funds and an employee of FMR (1996). Prior to
joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty
Investment Services (1987-1995).
The following table sets forth information describing the compensation of
each current trustee of each fund and    each member of the advisory
board     for his or her services as trustee for the fiscal year ended
August 31, 1996.
COMPENSATION TABLE
      Aggregate Compensation   
 
 
 
 
<TABLE>
<CAPTION>
<S>     <C>        <C>    <C>     <C>     <C>       <C>     <C>     <C>      <C>       <C>    <C>     <C>      <C>               
        J. Gary    Ralph  Phyllis Richard Edward C. E.      Donald  Peter S. Gerald C. Edward Marvin  Thomas      William        
        Burkhead** F. Cox Burke   J.      Johnson   Bradley J. Kirk Lynch**  McDonough H.     L. Mann R.          O.             
                          Davis   Flynn   3d**      Jones                              Malone         Williams    McCoy          
 
Spartan $    0     $ 79   $ 77    $ 100   $ 0       $    78 $ 
    
   78 $ 0      $    77   $ 78   $ 78    $ 78     $    23           
Intermediate                                                                                                           
Municipal                                                                                                                     
Income                                                                                                                       
 
Spartan    0       313    306     397     0            310  310        0        306    307    307        309   86            
Short-Interm                                                                                                              
ediate                                                                                                                        
Municipal                                                                                                                     
Income                                                                                                                       
 
Spartan    0       203    199     258     0            201  201        0        198    199    199        201   58            
Municipal                                                                                                    
Income                                                                                                                        
 
Spartan    0       811    793     1,029   0            802  802        0        792    794    794        801   242           
Municipal                                                                                       
Money                                                                                                                        
 
Spartan    0       29     28      37      0            29   29         0        28        29  29         29    9             
Aggressive                                                                                                            
Municipal                                                                                                       
Income                                                                                                                    
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                       <C>                  <C>                 <C>               
Trustees                  Pension or           Estimated Annual    Total             
                          Retirement           Benefits Upon       Compensation      
                          Benefits Accrued     Retirement from     from the Fund     
                          as Part of Fund      the Fund            Complex*          
                          Expenses from the    Complex*                              
                          Fund Complex*                                              
 
J. Gary Burkhead**        $    0               $    0              $    0            
 
Ralph F. Cox                  5,200                52,000              128,000       
 
Phyllis Burke Davis           5,200                52,000              125,000       
 
Richard J. Flynn              0                    52,000              160,500       
 
Edward C. Johnson 3d**        0                    0                   0             
 
E. Bradley Jones              5,200                49,400              128,000       
 
Donald J. Kirk                5,200                52,000              129,500       
 
Peter S. Lynch**              0                    0                   0             
 
Gerald C. McDonough           5,200                52,000              128,000       
 
Edward H. Malone              5,200                44,200              128,000       
 
Marvin L. Mann                5,200                52,000              128,000       
 
Thomas R. Williams            5,200                52,000              125,000       
 
   William O. McCoy          N/A                  N/A                  0             
 
</TABLE>
 
* Information is as of December 31, 1995 for 219 funds in the complex.
   ** Interested trustees of the fund are compensated by FMR.    
The non-interested Trustees may elect to defer receipt of all or a
percentage of their annual fees in accordance with the terms of a Deferred
Compensation Plan (the Plan). Under the Plan, compensation deferred by a
Trustee is periodically adjusted as though an equivalent amount had been
invested and reinvested in shares of one or more funds in the complex
designated by such Trustee (designated securities). The amount paid to the
Trustee under the Plan will be determined based upon the performance of
such investments. Deferral of Trustees' fees in accordance with the Plan
will have a negligible effect on a fund's assets, liabilities, and net
income per share, and will not obligate the fund to retain the services of
any Trustee or to pay any particular level of compensation to the Trustee.
Each fund may invest in such designated securities under the Plan without
shareholder approval.
Under a retirement program adopted in July 1988 and modified in November
1995, each non-interested Trustee may    receive     payments from a
Fidelity fund during his or her lifetime based on his or her basic trustee
fees and length of service. The obligation of a fund to make such payments
is neither secured nor funded. A Trustee becomes eligible to participate in
the program at the end of the calendar year in which he or she reaches age
72, provided that, at the time of retirement, he or she has served as a
Fidelity fund Trustee for at least five years. Currently, Messrs. Ralph S.
Saul, William R. Spaulding, Bertram H. Witham, and David L. Yunich, all
former non-interested Trustees, receive retirement benefits under the
program.
   As of     August 31,1996 the Trustees and officers of each fund owned,
in the aggregate, less than    1    % of each fund's total outstanding
shares.
MANAGEMENT CONTRACTS
Each fund employs FMR to furnish investment advisory and other services.
Under its management contract with each fund, FMR acts as investment
adviser and, subject to the supervision of the Board of Trustees, directs
the investments of each fund in accordance with its investment objective,
policies, and limitations. FMR also provides each fund with all necessary
office facilities and personnel for servicing each fund's investments,
compensates all officers of each fund and all Trustees who are "interested
persons" of the trusts or of FMR, and all personnel of each fund or FMR
performing services relating to research, statistical, and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provide the management and administrative services necessary
for the operation of each fund. These services include providing facilities
for maintaining each fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with each fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining each
fund's records and the registration of each fund's shares under federal and
state laws; developing management and shareholder services for each fund;
and furnishing reports, evaluations, and analyses on a variety of subjects
to the Trustees.
FMR is responsible for the payment of all expenses of each fund with
certain exceptions. Specific expenses payable by FMR include, without
limitation, expenses for the typesetting, printing, and mailing proxy
materials to shareholders; legal expenses, and the fees of the custodian,
auditor and interested Trustees; costs of typesetting, printing, and
mailing prospectuses and statements of additional information, notices and
reports to shareholders; each fund's proportionate share of insurance
premiums and Investment Company Institute dues. FMR also provides for
transfer agent and dividend disbursing services and portfolio and general
accounting record maintenance through FSC. 
FMR pays all other expenses of each fund with the following exceptions:
fees and expenses of all Trustees of the trust who are not "interested
persons" of the trust or FMR (the non-interested Trustees); interest on
borrowings; taxes; brokerage commissions (if any); and such nonrecurring
expenses as may arise, including costs of any litigation to which a fund
may be a party, and any obligation it may have to indemnify the officers
and Trustees with respect to litigation.
FMR is Spartan Municipal Money's manager pursuant to a management contract
dated February 28, 1992. The contract was approved by Fidelity Union Street
Trust as the then sole shareholder of Spartan Municipal Money on February
28, 1992, in conjunction with an Agreement and Plan to convert the fund
from a series of a Massachusetts business trust to a series of a Delaware
trust. The Agreement and Plan of Conversion was approved by public
shareholders of the fund on December 11, 1991. Besides reflecting the
fund's conversion, the February 28, 1992 contract is identical to the
fund's prior management contract with FMR, which was approved by
shareholders on December 11, 1991.
FMR is Spartan Short-Intermediate Municipal Income's manager pursuant to a
management contract dated October 18, 1993. The contract was approved by
Fidelity Municipal Trust as the then sole shareholder of the fund on
October 18, 1993, in conjunction with an Agreement and Plan to convert the
fund from a series of one Massachusetts business trust to a series of
another Massachusetts business trust. The Agreement and Plan of Conversion
was approved by public shareholders of the fund on August 18, 1993. Besides
reflecting the fund's conversion, the October 18, 1993 contract is
identical to the fund's prior management contract with FMR, which was
approved by shareholders on November 13, 1991.
FMR is Spartan Municipal Income's manager pursuant to a management contract
dated April 19, 1990, which was approved by shareholders on December 12,
1990, and Spartan Intermediate Municipal's and Spartan Aggressive
Municipal's manager pursuant to management contracts dated March 18, 1993,
which were approved by FMR, the then sole shareholder of each fund on April
8, 1993.
For the services of FMR under each management contract, the funds pay FMR a
monthly management fee at the annual rate of .50% (Spartan Municipal
Money), .55% (Spartan Short-Intermediate Municipal Income), .55% (Spartan
Intermediate Municipal Income), .55% (Spartan Municipal Income), and .60%
(Spartan Aggressive Municipal) of average net assets throughout the month.
The management fee paid to FMR is reduced by an amount equal to the fees
and expenses of the non-interested Trustees. Fees received by FMR, after
reduction of fees and expenses of the non-interested Trustees, for the last
three fiscal years are shown    in the tables below:    
FMR may, from time to time, voluntarily reimburse all or a portion of each
fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses). FMR retains the ability to be
repaid for these expense reimbursements in the amount that expenses fall
below the limit prior to the end of the fiscal year. Expense reimbursements
by FMR will increase each fund's total returns and yield and repayment of
the reimbursement by each fund will lower its total returns: and yield.
During the fiscal periods reported, FMR voluntarily agreed to reimburse
certain funds to the extent that the fund's aggregate operating expenses
were in excess of an annual rate of its average net assets. The tables
below identify the funds in reimbursement; the levels of and periods for
such reimbursement; and the dollar amount reimbursed by FMR, if any, for
each period.
SPARTAN MUNICIPAL MONEY:
From                To                 Expense Limitation   
 
August 1, 1994      --                 .40%                 
 
July 1, 1994        July 31, 1994      .35%                 
 
June 1, 1993        June 30, 1994      .32%                 
 
April 1, 1993       May 31, 1993       .28%                 
 
November 1, 1992    March 31, 1993     .25%                 
 
September 1, 1992   October 31, 1992   .23%                 
 
 
<TABLE>
<CAPTION>
<S>                         <C>                                <C>                               <C>                                
                              Management Fee Before              Amount of Expense                 Amount of Credits Reducing       
   Fiscal Years Ended         Reimbursement and Credits          Limitation Reimbursement          Management Fees                  
 
   1996                       $ 11,391,870                       $ 2,280,081                       $ 197,613                        
 
   1995                       $ 11,137,523                       $ 2,229,935                       $ --                             
 
   1994                       $ 10,606,957                       $ 3,602,545                       $ --                             
 
</TABLE>
 
SPARTAN SHORT-INTERMEDIATE MUNICIPAL    INCOME    :
From               To              Expense Limitation   
 
June 1, 1994       July 31, 1994   .45%                 
 
January 10, 1994   May 31, 1994    .40%                 
 
 
<TABLE>
<CAPTION>
<S>                       <C>                                <C>                               <C>                                  
                             Management Fee Before              Amount of Expense                 Amount of Credits Reducing        
   Fiscal Years Ended        Reimbursement and Credits          Limitation Reimbursement          Management Fees                   
 
   1996                      $ 4,739,273                        $ --                              $ 56,000                          
 
   1995                      $ 5,253,000                        $ --                              $ --                              
 
   1994                      $ 6,100,246                        $ 866,308                         $ --                              
 
</TABLE>
 
SPARTAN INTERMEDIATE MUNICIPAL    INCOME    :
From                To                   Expense Limitation   
 
February 1, 1995    February 1, 1996     .45%                 
 
October 1, 1994     January 31, 1995     .40%                 
 
August 1, 1994      September 31, 1994   .30%                 
 
June 1, 1994        July 31, 1994        .35%                 
 
November 1, 1993    May 31, 1994         .20%                 
 
October 18, 1993    October 31, 1993     .15%                 
 
September 1, 1993   October 17, 1993     .10%                 
 
April 26, 1993      August 31, 1993      .00%                 
 
 
<TABLE>
<CAPTION>
<S>                       <C>                                <C>                               <C>                                  
                             Management Fee Before              Amount of Expense                 Amount of Credits Reducing        
   Fiscal Years Ended        Reimbursement and Credits          Limitation Reimbursement          Management Fees                   
 
   1996                      $ 1,223,445                        $ 92,948                          $ 13,944                          
 
   1995                      $ 1,213,370                        $ 289,444                         $ --                              
 
   1994                      $ 1,459,525                        $ 916,717                         $ --                              
 
</TABLE>
 
   SPARTAN MUNICIPAL INCOME:    
 
<TABLE>
<CAPTION>
<S>                       <C>                                <C>                               <C>                                  
                             Management Fee Before              Amount of Expense                 Amount of Credits Reducing        
   Fiscal Years Ended        Reimbursement and Credits          Limitation Reimbursement          Management Fees                   
 
   1996                      $ 3,102,894                        $ --                              $ 59,880                          
 
   1995                      $ 3,224,403                        $ --                              $ --                              
 
   1994                      $ 4,332,192                        $ --                              $ --                              
 
</TABLE>
 
   SPARTAN AGGRESSIVE MUNICIPAL:    
 
<TABLE>
<CAPTION>
<S>                       <C>                                <C>                               <C>                                  
                             Management Fee Before              Amount of Expense                 Amount of Credits Reducing        
   Fiscal Years Ended        Reimbursement and Credits          Limitation Reimbursement          Management Fees                   
 
   1996                      $ 508,913                          $ --                              $ 461                             
 
   1995                      $ 383,028                          $ --                              $ --                              
 
   1994                      $ 243,521                          $ --                              $ --                              
 
</TABLE>
 
To defray shareholder service costs, FMR or its affiliates also collect
each fund's $5.00 exchange fee, $5.00 account closeout fee, $5.00 fee for
wire purchases and redemptions, and Spartan Municipal Money's, Spartan
Short Intermediate Municipal Income's, and Spartan Intermediate Municipal
Income's $2.00 checkwriting charge.    Spartan Municipal Income's .50% and
Spartan Aggressive Municipal's 1.00% redemption fee on shares held less
than 180 days is retained by each fund, it is not collected by FMR.
    Shareholder transaction fees and charges collected by FMR are indicated
in the table below.
SPARTAN MUNICIPAL MONEY
 
<TABLE>
<CAPTION>
<S>   <C>          <C>               <C>              <C>              <C>               
      Year Ended                     Account                           Checkwriting      
      August 31    Exchange Fees     Closeout Fees    Wire Fees        Charge            
 
       1996        $    10,444       $    2,684       $    2,305       $    14,281       
 
       1995        $    13,120       $    3,274       $    3,005       $    16,448       
 
       1994        $    21,336       $    3,303       $    3,155       $    16,370       
 
</TABLE>
 
SPARTAN SHORT-INTERMEDIATE MUNICIPAL
 
<TABLE>
<CAPTION>
<S>   <C>            <C>               <C>              <C>              <C>              
      Period Ended                     Account                           Checkwriting     
      August 31      Exchange Fees     Closeout Fees    Wire Fees        Charge           
 
       1996          $    7,790        $    2,335       $    590         $    1,653       
 
       1995          $    11,545       $    3,806       $    770         $    2,454       
 
       1994          $    20,989       $    3,308       $    1,805       $    3,341       
 
</TABLE>
 
SPARTAN INTERMEDIATE MUNICIPAL    INCOME    
 
<TABLE>
<CAPTION>
<S>   <C>            <C>              <C>              <C>            <C>            
      Period Ended                    Account                         Checkwriting   
      August 31      Exchange Fees    Closeout Fees    Wire Fees      Charge         
 
       1996          $    1,805       $    685         $    545       $    446       
 
       1995          $    3,750       $    1,100       $    245       $    600       
 
       1994          $    6,631       $    885         $    435       $    730       
 
</TABLE>
 
SPARTAN MUNICIPAL INCOME
      Year Ended                     Account                           
      August 31    Exchange Fees     Closeout Fees    Wire Fees        
 
       1996        $    3,855        $    1,765       $    425         
 
       1995        $    8,145        $    2,875       $    665         
 
       1994        $    16,475       $    2,985       $    1,110       
 
SPARTAN AGGRESSIVE MUNICIPAL
      Period Ended                    Account                       
      August 31      Exchange Fees    Closeout Fees   Wire Fees     
 
       1996          $    665         $    175        $    45       
 
       1995          $    1,000       $    215        $    50       
 
       1994          $    775         $    145        $    80       
 
SUB-ADVISER. On behalf of Spartan Municipal Money Fund, FMR has entered
into a sub-advisory agreement with F   MR Texas     pursuant to which
   FMR Texas     has primary responsibility for providing portfolio
investment management services to Spartan Municipal Money Fund.
Under the sub-advisory agreement, dated February 28, 1992 which was
approved by shareholders on December 11, 1991, FMR pays    FMR Texas    
fees equal to 50% of the management fee payable to FMR under its management
contract with the fund. The fees paid to    FMR Texas     are not reduced
by any voluntary or mandatory expense reimbursements that may be in effect
from time to time. On behalf of the money market fund, for fiscal 1996,
1995, and 1994, FMR paid    FMR Texas     fees of $   5,695,935    ,
$   5,568,762,     and $   5,303,479     respectively.
DISTRIBUTION AND SERVICE PLANS
The Trustees have approved Distribution and Service Plans on behalf of the
funds (the Plans) pursuant to Rule 12b-1 under the Investment Company Act
of 1940 (the Rule). The Rule provides in substance that a mutual fund may
not engage directly or indirectly in financing any activity that is
primarily intended to result in the sale of shares of a fund except
pursuant to a plan approved on behalf of the fund under the Rule. The
Plans, as approved by the Trustees, allow the funds and FMR to incur
certain expenses that might be considered to constitute indirect payment by
the funds of distribution expenses.
Under each Plan, if the payment of management fees by the funds to FMR is
deemed to be indirect financing by the funds of the distribution of their
shares, such payment is authorized by the Plans. Each Plan also
specifically recognizes that FMR, either directly or through FDC, may use
its management fee revenue, past profits, or other resources, without
limitation, to pay promotional and administrative expenses in connection
with the offer and sale of shares of each fund. In addition, each Plan
provides that FMR may use its resources, including its management fee
revenues, to make payments to third parties that assist in selling shares
of each fund, or to third parties, including banks, that render shareholder
support services.
No third party payments were made in fiscal 1996, 1995, and 1994.
Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and have
determined that there is a reasonable likelihood that the Plan will benefit
the fund and its shareholders. In particular, the Trustees noted that the
Plans do not authorize payments by a fund other than those made to FMR
under its management contract with the fund. To the extent that each Plan
gives FMR and FDC greater flexibility in connection with the distribution
of shares of each fund, additional sales of fund shares may result.
Furthermore, certain shareholder support services may be provided more
effectively under the Plans by local entities with whom shareholders have
other relationships.
Spartan Municipal Money's Plan was approved by Fidelity Union Street Trust
on February 28, 1992, as the then sole shareholder of the fund, pursuant to
an Agreement and Plan of Conversion approved by public shareholders of the
fund on December 11, 1991. Spartan Short-Intermediate Municipal   
Income's     Plan was approved by Fidelity Municipal Trust on October 20,
1993, as the then sole shareholder of the fund pursuant to an Agreement and
Plan of Conversion approved by public shareholders of the fund on August
18, 1993. The Plan for Spartan Municipal Income was approved by
shareholders on December 12, 1990. The Plans for Spartan Intermediate
Municipal and Spartan Aggressive Municipal were approved by FMR, the then
sole shareholder of each fund, on April 8, 1993. 
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling, or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from performing shareholder support services, or
servicing and recordkeeping functions. FDC intends to engage banks only to
perform such functions. However, changes in federal or state statutes and
regulations pertaining to the permissible activities of banks and their
affiliates or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions, if
any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the funds
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. In addition, state securities laws on
this issue may differ from the interpretations of federal law expressed
herein, and banks and financial institutions may be required to register as
dealers pursuant to state law. 
Each fund may execute portfolio transactions with, and purchase securities
issued by, depository institutions that receive payments under the Plans.
No preference for the instruments of such depository institutions will be
shown in the selection of investments.
CONTRACTS WITH FMR AFFILIATES
UMB Bank, n.a. (UMB) is each fund's custodian and transfer agent. UMB has
entered into sub-contracts with FSC, an affiliate of FMR, under the terms
of which FSC performs the processing activities associated with providing
transfer agent and shareholder servicing functions for each fund. Under
this arrangement, FSC receives an annual account fee and an asset-based fee
each based on account size and fund type for each retail account and
certain institutional accounts. With respect to certain institutional
retirement accounts, FSC receives an annual account fee and an asset-based
fee based on account type or fund type. These annual account fees are
subject to increase based on postal rate changes. FSC also collects small
account fees from certain accounts with balances of less than $2,500. UMB
has additional sub-contracts with FSC, pursuant to which FSC performs the
calculations necessary to determine each fund's NAV and dividends and
maintains each fund's accounting records. For pricing and bookkeeping
services, FSC receives a fee based on each fund's average net assets. UMB
is entitled to reimbursement from FMR for fees paid to FSC because FMR must
bear these costs pursuant to its management contract with each fund.
Each fund has a distribution agreement with FDC, a Massachusetts
corporation organized on July 18, 1960. FDC is a broker-dealer registered
under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. The distribution agreement calls
for FDC to use all reasonable efforts, consistent with its other business,
to secure purchasers for shares of each fund, which are continuously
offered at net asset value. Promotional and administrative expenses in
connection with the offer and sale of shares are paid by FMR.
DESCRIPTION OF THE TRUSTS
TRUSTS' ORGANIZATION. Spartan Short-Intermediate Municipal Income Fund,
Spartan Intermediate Municipal Income Fund, Spartan Municipal Income Fund,
and Spartan Aggressive Municipal Fund are funds of Fidelity Union Street
Trust (the Massachusetts Trust), an open-end management investment company
organized as a Massachusetts business trust on March 1, 1974 as Fidelity
Daily Income Trust. The trust's name was changed to Fidelity Union Street
Trust by a supplement to the Declaration of Trust dated and filed with the
Commonwealth of Massachusetts on April 30, 1990. Currently, there are eight
funds of the Massachusetts trust: Spartan Municipal Income Fund, Spartan
Ginnie Mae Fund, Spartan Maryland Municipal Income Fund, Spartan Aggressive
Municipal Fund, Spartan Intermediate Municipal Income Fund, Spartan
Short-Intermediate Municipal Income Fund, Spartan Arizona Municipal Income
Fund, and Fidelity Export Fund. Spartan Short-Intermediate Municipal Fund
entered into an agreement to acquire all of the assets of Spartan
Short-Intermediate Municipal Fund, a series of Fidelity Municipal Trust on
October 20, 1993. The Massachusetts trust's Declaration of Trust permits
the Trustees to create additional funds.
Spartan Municipal Money Fund is a fund of Fidelity Union Street Trust II
(the Delaware Trust), an open-end management investment company organized
as a Delaware business trust on June 20, 1991. Currently there are four
funds of the Delaware trust: Spartan Municipal Money Fund, Fidelity Daily
Income Trust, Spartan Arizona Municipal Money Market    Fund    , and
Spartan World Money Market Fund. Spartan Municipal Money Fund entered into
an agreement to acquire all of the assets of Spartan Municipal Money Fund,
a series of Fidelity Union Street Trust, on February 28, 1992. The Delaware
trust's Trust Instrument permits the Trustees to create additional funds.
In the event that FMR ceases to be investment advisor to a trust or any of
its funds, the right of the trust or the fund to use the identifying names
"Fidelity" and "Spartan" may be withdrawn. There is a remote possibility
that one fund might become liable for a misstatement in its prospectus or
statement of additional information about another fund.
The assets of each trust received for the issue or sale of shares of each
of its funds and all income, earnings, profits, and proceeds thereof,
subject only to the rights of creditors, are especially allocated to such
fund, and constitute the underlying assets of such fund. The underlying
assets of each fund are segregated on the books of account, and are to be
charged with the liabilities with respect to such fund and with a share of
the general expenses of their respective trusts. Expenses with respect to
the trusts are to be allocated in proportion to the asset value of their
respective funds, except where allocations of direct expense can otherwise
be fairly made. The officers of the trusts, subject to the general
supervision of the Boards of Trustees, have the power to determine which
expenses are allocable to a given fund, or which are general or allocable
to all of the funds of a certain trust. In the event of the dissolution or
liquidation of a trust, shareholders of each fund of that trust are
entitled to receive as a class the underlying assets of such fund available
for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY - MASSACHUSETTS TRUST. The Massachusetts
trust is an entity of the type commonly known as "Massachusetts business
trust." Under Massachusetts law, shareholders of such a trust may, under
certain circumstances, be held personally liable for the obligations of the
trust. The Declaration of Trust provides that the Massachusetts trust shall
not have any claim against shareholders except for the payment of the
purchase price of shares and requires that each agreement, obligation, or
instrument entered into or executed by the Massachusetts trust or its
Trustees shall include a provision limiting the obligations created thereby
to the Massachusetts trust and its assets. The Declaration of Trust
provides for indemnification out of each fund's property of any
shareholders held personally liable for the obligations of the fund. The
Declaration of Trust also provides that each fund shall, upon request,
assume the defense of any claim made against any shareholder for any act or
obligation of the fund and satisfy any judgment thereon. Thus, the risk of
a shareholder incurring financial loss on account of shareholder liability
is limited to circumstances in which the fund itself would be unable to
meet its obligations. FMR believes that, in view of the above, the risk of
personal liability to shareholders is remote.
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of their office.
SHAREHOLDER AND TRUSTEE LIABILITY - DELAWARE TRUST. The Delaware trust is a
business trust organized under Delaware law. Delaware law provides that
shareholders shall be entitled to the same limitations of personal
liability extended to stockholders of private corporations for profit. The
courts of some states, however, may decline to apply Delaware law on this
point. The Trust Instrument contains an express disclaimer of shareholder
liability for the debts, liabilities, obligations, and expenses of the
Delaware trust and requires that a disclaimer be given in each contract
entered into or executed by the Delaware trust or its Trustees. The Trust
Instrument provides for indemnification out of each fund's property of any
shareholder or former shareholder held personally liable for the
obligations of the fund. The Trust Instrument also provides that each fund
shall, upon request, assume the defense of any claim made against any
shareholder for any act or obligation of the fund and satisfy any judgment
thereon. Thus, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which
Delaware law does not apply, no contractual limitation of liability was in
effect, and the fund is unable to meet its obligations. FMR believes that,
in view of the above, the risk of personal liability to shareholders is
extremely remote.
The Trust Instrument further provides that the Trustees shall not be
personally liable to any person other than the Delaware trust or its
shareholders; moreover, the Trustees shall not be liable for any conduct
whatsoever, provided that Trustees are not protected against any liability
to which they would otherwise be subject by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of the duties involved
in the conduct of their office. 
VOTING RIGHTS - BOTH TRUSTS. Each fund's capital consists of shares of
beneficial interest. For the bond funds as a shareholder, you receive one
vote for each dollar value of net asset value you own. For the money market
fund you receive one vote for each share you own. The shares have no
preemptive or conversion rights; voting and dividend rights, the right of
redemption, and the privilege of exchange are described in the Prospectus.
Shares are fully paid and nonassessable, except as set forth under the
respective "Shareholder and Trustee Liability" headings above. Shareholders
representing 10% or more of a trust or one of its funds may, as set forth
in the Declaration of Trust or Trust Instrument, call meetings of the trust
or fund for any purpose related to the trust or fund, as the case may be,
including, in the case of a meeting of an entire trust, the purpose on
voting on removal of one or more Trustees. 
A trust or any fund may be terminated upon the sale of its assets to (or,
in the case of the Delaware trust and its funds, merger with) another
open-end management investment company or series thereof, or upon
liquidation and distribution of its assets. Generally such terminations
must be approved by vote of the holders of a majority of the outstanding
shares of the trust or the fund. However, the Trustees of the Delaware
trust may, without prior shareholder approval, change the form of the
organization of the Delaware trust by merger, consolidation, or
incorporation. If not so terminated or reorganized, the trusts and their
funds will continue indefinitely. 
Under the Trust Instrument, the Trustees may, without shareholder vote,
cause the Delaware trust to merge or consolidate into one or more trusts,
partnerships, or corporations, so long as the surviving entity is an
open-end management investment company that will succeed to or assume the
Delaware trust registration statement, or cause the Delaware trust to be
incorporated under Delaware law. Each fund of the Massachusetts and
Delaware trusts may also invest all of its assets in another investment
company.
CUSTODIAN. UMB Bank, n.a., 1010 Grand Avenue, Kansas City, Missouri, 64106,
is custodian of the assets of the fund   s    . The custodian is
responsible for the safekeeping of a fund's assets and the appointment of
the subcustodian banks and clearing agencies. The custodian takes no part
in determining the investment policies of a fund or in deciding which
securities are purchased or sold by a fund. However, a fund may invest in
obligations of the custodian and may purchase securities from or sell
securities to the custodian. Morgan Guaranty Trust Company of New York, The
Bank of New York and    The Chase Manhattan Bank    , each headquartered in
New York, also may serve as a special purpose custodian of certain assets
in connection with pooled repurchase agreement transactions.
FMR, its officers and directors, its affiliated companies, and the Board of
Trustees may, from time to time, conduct transactions with various banks,
including banks serving as custodians for certain funds advised by FMR.
Transactions that have occurred to date include mortgages and personal and
general business loans. In the judgment of FMR, the terms and conditions of
those transactions were not influenced by existing or potential custodial
or other fund relationships.
AUDITOR. Coopers & Lybrand L.L.P., One Post Office Square, Boston,
Massachusetts (bond fund   s    ) and 1999 Bryan Street, Dallas, Texas
(money market fund) serves as the trusts' independent accountant. The
auditor examines financial statements for the funds and provides other
audit, tax, and related services.
FINANCIAL STATEMENTS
Each fund's financial statements and financial highlights for the fiscal
year ended August 31, 1996 are included in the fund's Annual Report, which
is a separate report supplied with this Statement of Additional
Information. Each fund's financial statements and financial highlights   
and the report of the auditors, thereon     are incorporated herein by
reference. 
APPENDIX
DOLLAR-WEIGHTED AVERAGE MATURITY is derived by multiplying the value of
each investment by the time remaining to its maturity, adding these
calculations, and then dividing the total by the value of the fund's
portfolio. An obligation's maturity is typically determined on a stated
final maturity basis, although there are some exceptions to this rule.
For example, if it is probable that the issuer of an instrument will take
advantage of a maturity-shortening device, such as a call, refunding, or
redemption provision, the date on which the instrument will probably be
called, refunded, or redeemed may be considered to be its maturity date.
When a municipal bond issuer has committed to call an issue of bonds and
has established an independent escrow account that is sufficient to, and is
pledged to, refund that issue, the number of days to maturity for the
prerefunded bond is considered to be the number of days to the announced
call date of the bonds.
The descriptions that follow are examples of eligible ratings for the
funds. A fund may, however, consider the ratings for other types of
investments and the ratings assigned by other rating organizations when
determining the eligibility of a particular investment.
DESCRIPTION OF MOODY'S INVESTORS SERVICE RATINGS OF STATE AND MUNICIPAL
NOTES:
Moody's ratings for state and municipal and other short-term obligations
will be designated Moody's Investment Grade (MIG, or VMIG for variable rate
obligations). This distinction is in recognition of the difference between
short-term credit risk and long-term credit risk. Factors affecting the
liquidity of the borrower and short-term cyclical elements are critical in
short-term ratings, while other factors of major importance in bond risk,
long-term secular trends for example, may be less important in the short
run. Symbols used will be as follows:
MIG-1/VMIG-1 - This designation denotes best quality. There is present
strong protection by established cash flows, superior liquidity support, or
demonstrated broad-based access to the market for refinancing.
MIG-2/VMIG-2 - This designation denotes high quality. Margins of protection
are ample although not so large as in the preceding group.
MIG-3/VMIG-3 - This designation denotes favorable quality. All security
elements are accounted for, but there is lacking the undeniable strength of
the preceding grades. Liquidity and cash flow protection may be narrow and
market access for refinancing is likely to be less well established.
MIG-4/VMIG-4 - This designation denotes adequate quality. Protection
commonly regarded as required of an investment security is present and,
although not distinctly or predominantly speculative, there is specific
risk.
DESCRIPTION OF STANDARD & POOR'S RATINGS OF STATE AND MUNICIPAL NOTES:
SP-1 - Strong capacity to pay principal and interest. An issue determined
to possess a very strong capacity to pay debt service is given a plus (+)
designation.
SP-2 - Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term of
the notes.
SP-3 - Speculative capacity to pay principal and interest.
DESCRIPTION OF MOODY'S INVESTORS SERVICE MUNICIPAL BOND RATINGS:
AAA - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to
as "gilt edged." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.
AA - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high-grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than the Aaa securities.
A - Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper-medium-grade obligations. Factors giving
security to principal and interest are considered adequate but elements may
be present which suggest a susceptibility to impairment sometime in the
future.
BAA - Bonds which are rated Baa are considered as medium-grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
BA - Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.
B - Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance
of other terms of the contract over any long period of time may be small.
CAA - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to
principal or interest.
CA - Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
short-comings.
C - Bonds which are rated C are the lowest-rated class of bonds and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
There are nine basic rating categories for long-term obligations. They
range from AAA (highest quality) to C (lowest quality). Those bonds within
the AA, A, BAA, BA and B categories that Moody's believes possess the
strongest credit attributes within those categories are designated by the
symbols AA1, A1, BAA1, BA1 and B1.
DESCRIPTION OF STANDARD & POOR'S MUNICIPAL BOND RATINGS:
AAA - Debt rated AAA has the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher-rated issues only in small degree.
A - Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than debt in higher rated
categories.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher-rated
categories.
BB - Debt rate   d     BB has less near-term vulnerability to default than
other speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.
The BB rating category is also used for debt subordinated to senior debt
that is assigned an actual or implied BBB- rating.
B - Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal. The B rating category is
also used for debt subordinated to senior debt that is assigned an actual
or implied BB or BB- rating.
CCC - Debt rated CCC has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal.
In the event of adverse business, financial, or economic conditions, it is
not likely to have the capacity to pay interest and repay principal. The
CCC rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied B or B- rating.
CC - Debt rated CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC debt rating.
C - The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating. The C rating may
be used to cover a situation where a bankruptcy petition has been filed but
debt service payments are continued.
CI - The rating CI is reserved for income bonds on which no interest is
being paid.
D - Debt rated D is in payment default. The D rating category is used when
interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless S&P believes that
such payments will be made during such grace period. The D rating will also
be used upon the filing of a bankruptcy petition if debt service payments
are jeopardized.
The ratings from AA to CCC may be modified by the addition of a plus or
minus to show relative standing within the major rating categories.
PART C.  OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a)(1) Financial Statements and Financial Highlights, included in the
Annual Report for Spartan Arizona Municipal Money Market Portfolio for the
fiscal year ended August 31, 1996 are incorporated herein by reference into
the fund's Statement of Additional Information and were filed on October
15, 1996 for Fidelity Union Street Trust II (No. 811-6452) pursuant to Rule
30d-1 under the Investment Company Act of 1940 and are incorporated herein
by reference.
(a)(2) Financial Statements and Financial Highlights, included in the
Annual Report, for Spartan Municipal Money Fund for the fiscal year ended
August 31, 1996 are incorporated herein by reference into the fund's
Statement of Additional Information and were filed on October 15, 1996 for
Fidelity Union Street Trust II (No. 811-6452) pursuant to Rule 30d-1 under
the Investment Company Act of 1940 and are incorporated herein by
reference.
(a)(3) Financial Statements and Financial Highlights, included in the
Annual Report, for Fidelity Daily Income Trust for the fiscal year ended
August 31, 1996 are incorporated herein by reference into the fund's
Statement of Additional Information and were filed on October 15, 1996 for
Fidelity Union Street Trust II (No. 811-6452) pursuant to Rule 30d-1 under
the Investment Company Act of 1940 and are incorporated herein by
reference.
    (b)  Exhibits:
(1) Trust Instrument dated June 20, 1991 is incorporated herein by
reference to Exhibit 1 of Post-Effective Amendment No. 11. 
(2) Bylaws of the Trust are incorporated by reference to Exhibit 2(a) of
Post-Effective Amendment No. 10.
(3) Not applicable.
(4) Not applicable.
(5)(a) Management Contract between Fidelity Union Street Trust II on behalf
of Spartan Municipal Money Fund and Fidelity Management & Research Company,
dated February 28, 1992 is incorporated herein by reference to Exhibit 5(a)
of Post-Effective Amendment No. 11.
    (b)  Sub-Advisory Agreement between FMR Texas Inc. and Fidelity
Management & Research Company with respect to Spartan Municipal Money Fund,
dated February 28, 1992, is incorporated herein by reference to Exhibit
5(b) of Post-Effective Amendment No. 11.
    (c) Management Contract between Fidelity Union Street Trust II on
behalf of Fidelity Daily Income Trust and Fidelity Management & Research
Company, dated January 28, 1993, is incorporated herein by reference to
Exhibit 5(c) of Post-Effective Amendment No. 11.
    (d)  Sub-Advisory Agreement between FMR Texas Inc. and Fidelity
Management & Research Company with respect to Fidelity Daily Income Trust,
dated February 28, 1992, is incorporated herein by reference to Exhibit
5(d) of Post-Effective Amendment No. 11. 
    (e) Management Contract between Fidelity Union Street Trust II on
behalf of Spartan Arizona Municipal Money Market Portfolio (currently known
as Spartan Arizona Municipal Money Market Fund) and Fidelity Management &
Research Company, dated September 16, 1994, is incorporated herein by
reference to Exhibit 5(g) of Post-Effective Amendment No. 11.
    (f)  Sub-Advisory Agreement between FMR Texas Inc. and Fidelity
Management & Research Company with respect to Spartan Arizona Municipal
Money Market Portfolio (currently known as Spartan Arizona Municipl Money
Market Fund), dated September 16, 1994, is incorporated herein by reference
to Exhibit 5(h) of Post-Effective Amendment No. 11.
(6)(a) General Distribution Agreement between Fidelity Union Street Trust
II on behalf of Spartan Municipal Money Fund and Fidelity Distributors
Corporation, dated February 28, 1992, is incorporated herein by reference
to Exhibit 6(a) of Post-Effective Amendment No. 11.
    (b) General Distribution Agreement between Fidelity Union Street Trust
II on behalf of Fidelity Daily Income Trust and Fidelity Distributors
Corporation, dated January 28, 1993, is incorporated herein by reference to
Exhibit 6(b) of Post-Effective Amendment No. 11.
    (c) General Distribution Agreement between Fidelity Union Street Trust
II on behalf of Spartan Arizona Municipal Money Market Portfolio (currently
known as Spartan Arizona Municipal Money Market Fund) and Fidelity
Distributors Corporation, dated September 16, 1994 is incorporated herein
by reference to Exhibit 6(c) of Post-Effective Amendment No.12.
(7)(a) Retirement Plan for Non-Interested Person Trustees, Directors or
General Partners, as amended on November 16, 1995, by reference to Exhibit
7(a) of Select Portfolio's (File No. 2-69972) to Post-Effective Amendment
No. 54.
   (b) The Fee Deferrral Plan for Non-Interested Person Directors and
Trustees of the Fidelity Funds, effective as of December 1, 1995, is
incorporated herein by reference to Exhibit 7(b) of Fidelity School Street
Trust's (File No. 2-57167) Post-Effective Amendment No. 47.
 (8)(a) Custodian Agreement, Appendix A, Appendix B, and Appendix C, dated
December 1, 1994, between UMB Bank, n.a. and Fidelity Union Street Trust II
on behalf of Spartan Municipal Money Fund and Spartan Arizona Municipal
Money Market Portfolio (currently known as Spartan Arizona Municipal Money
Market Fund) is incorporated herein by reference to Exhibit 8 of Fidelity
California Municipal Trust's Post-Effective Amendment No. 28 (File No.
2-83367).
     (b) Custodian Agreement and Appendix C, dated December 1, 1994,
between The Bank of New York and Fidelity Union Street Trust II on behalf
of Fidelity Daily Income Trust is incorporated herein by reference to
Exhibit 8(e) of Fidelity Hereford Street Trust's Post-Effective Amendment
No. 4 (File No. 33-52577).
     (c) Appendix A, dated May 16, 1996, to the Custodian Agreement, dated
December 1, 1994, between The Bank of New York and Fidelity Union Street
Trust II on behalf of Fidelity Daily Income Trust is incorporated herein by
reference to Exhibit 8(e) of Fidelity Select Portfolios Post-Effective
Amendment No. 55 (File No. 2-69972).
     (d) Appendix B, dated July 31, 1996, to the Custodian Agreement, dated
December 1, 1994, between The Bank of New York and Fidelity Union Street
Trust II on behalf of Fidelity Daily Income Trust is incorporated herein by
reference to Exhibit 8(c) of Fidelity Income Fund's Post-Effective
Amendment No. 35 (File No. 2-52322).
     (e) Fidelity Group Repo Custodian Agreement among The Bank of New
York, J. P. Morgan Securities, Inc., and Fidelity Union Street Trust II, on
behalf of Fidelity Daily Income Trust, dated February 12, 1996, is
incorporated herein by reference to Exhibit 8(d) of Fidelity Institutional
Cash Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.
     (f) Schedule 1 to the Fidelity Group Repo Custodian Agreement between
The Bank of New York and  Fidelity Union Street Trust II, on behalf of
Fidelity Daily Income Trust, dated February 12, 1996, is incorporated
herein by reference to Exhibit 8(e) of Fidelity Institutional Cash
Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.
     (g) Fidelity Group Repo Custodian Agreement among Chase Manhattan
Bank, Greenwich Capital Markets, Inc., and Fidelity Union Street Trust II,
on behalf of Fidelity Daily Income Trust, dated November 13, 1995, is
incorporated herein by reference to Exhibit 8(f) of Fidelity Institutional
Cash Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.
     (h) Schedule 1 to the Fidelity Group Repo Custodian Agreement between
The Chase Manhattan Bank and Fidelity Union Street Trust II, on behalf of
Fidelity Daily Income Trust dated November 13, 1995, is incorporated herein
by reference to Exhibit 8(g) of Fidelity Institutional Cash Portfolios'
(File No. 2-74808) Post-Effective Amendment No. 31.
     (i) Joint Trading Account Custody Agreement between The Bank of New
York and Fidelity Union Street Trust II, on behalf of Fidelity Daily Income
Trust, dated May 11, 1995, is incorporated herein by reference to Exhibit
8(h) of Fidelity Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.
     (j) First Amendment to Joint Trading Account Custody Agreement between
The Bank of New York and Fidelity Union Street Trust II, on behalf Fidelity
Daily Income Trust, dated July 14, 1995, is incorporated herein by
reference to Exhibit 8(i) of Fidelity Institutional Cash Portfolios' (File
No. 2-74808) Post-Effective Amendment No. 31.
(9) Not applicable.
(10) Not applicable.
(11) Consent of Coopers & Lybrand L.L.P. is filed herein as Exhibit 11.
(12) Not applicable.
(13) Not applicable.
(14) (a) Fidelity Individual Retirement Account Custodial Agreement and
Disclosure Statement, as currently in effect, is incorporated herein by
reference to Exhibit 14(a) of Fidelity Union Street Trust's (File No.
2-50318) Post-Effective Amendment No. 87.
 (b) Fidelity Institutional Individual Retirement Account Custodial
Agreement and Disclosure Statement, as currently in effect, is incorporated
herein by reference to Exhibit 14(d) of Fidelity Union Street Trust's (File
No. 2-50318) Post-Effective Amendment No. 87.
 (c) National Financial Services Corporation Individual Retirement Account
Custodial Agreement and Disclosure Statement, as currently in effect, is
incorporated herein by reference to Exhibit 14(h) of Fidelity Union Street
Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
 (d) Fidelity Portfolio Advisory Services Individual Retirement Account
Custodial Agreement and Disclosure Statement, as currently in effect, is
incorporated herein by reference to Exhibit 14(i) of Fidelity Union Street
Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
 (e) Fidelity 403(b)(7) Custodial Account Agreement, as currently in
effect, is incorporated herein by reference to Exhibit 14(e) of Fidelity
Union Street Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
 (f) National Financial Services Corporation Defined Contribution
Retirement Plan and Trust Agreement, as currently in effect, is
incorporated herein by reference to Exhibit 14(k) of Fidelity Union Street
Trust's (File No. 2-50318) Post-Effective Amendment No. 87.
 (g) The CORPORATE plan for Retirement Profit Sharing/401K Plan, as
currently in effect, is incorporated herein by reference to Exhibit 14(l)
of Fidelity Union Street Trust's (File No. 2-50318) Post-Effective
Amendment No. 87.
 (h) The CORPORATE plan for Retirement Money Purchase Pension Plan, as
currently in effect, is incorporated herein by reference to Exhibit 14(m)
of Fidelity Union Street Trust's (File No. 2-50318) Post-Effective
Amendment No. 87.
 (i) Fidelity Investments Section 403(b)(7) Individual Custodial Account
Agreement and Disclosure Statement, as currently in effect, is incorporated
herein by reference to Exhibit 14(f) of Fidelity Commonwealth Trust's (File
No. 2-52322) Post-Effective Amendment No. 57.
 (j) Plymouth Investments Defined Contribution Retirement Plan and Trust
Agreement, as currently in effect, is incorporated herein by reference to
Exhibit 14(o) of Fidelity Commonwealth Trust's (File No. 2-52322)
Post-Effective Amendment No. 57.
 (k) The Fidelity Prototype Defined Benefit Pension Plan and Trust Basic
Plan Document and Adoption Agreement, as currently in effect, is
incorporated herein by reference to Exhibit 14(d) of Fidelity Securities
Fund's (File No. 2-93601) Post-Effective Amendment No. 33.
 (l) The Institutional Prototype Plan Basic Plan Document, Standardized
Adoption Agreement, and Non-Standardized Adoption Agreement, as currently
in effect, is incorporated herein by reference to Exhibit 14(o) of Fidelity
Securities Fund's (File No. 2-93601) Post-Effective Amendment No. 33.
 (m) The CORPORATE plan for Retirement 100SM Profit Sharing/401(k) Basic
Plan Document, Standardized Adoption Agreement, and Non-Standardized
Adoption Agreement, as currently in effect, is incorporated herein by
reference to Exhibit 14(f) of Fidelity Securities Fund's (File No. 2-93601)
Post-Effective Amendment No. 33.
 (n) The Fidelity Investments 401(a) Prototype Plan for Tax-Exempt
Employers Basic Plan Document, Standardized Profit Sharing Plan Adoption
Agreement, Non-Standardized Discretionary Contribution Plan No. 002
Adoption Agreement, and Non-Standardized Discretionary Contribution Plan
No. 003 Adoption Agreement, as currently in effect, is incorporated herein
by reference to Exhibit 14(g) of Fidelity Securities Fund's (File No.
2-93601) Post-Effective Amendment No. 33.
 (o) Fidelity Investments 403(b) Sample Plan Basic Plan Document and
Adoption Agreement, as currently in effect, is incorporated herein by
reference to Exhibit 14(p) of Fidelity Securities Fund's (File No. 2-93601)
Post-Effective Amendment No. 33.
 (p) Fidelity Defined Contribution Retirement Plan and Trust Agreement, as
currently in effect, is incorporated herein by reference to Exhibit 14(c)
of Fidelity Securities Fund's (File No. 2-93601) Post-Effective Amendment
No. 33.
(15)(a) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity
Union Street Trust II on behalf of Spartan Municipal Money Fund is
incorporated herein by reference to Exhibit 15(a) of Post-Effective
Amendment No. 11.
       (b) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Union Street Trust II on behalf of Fidelity Daily Income Trust is
incorporated herein by reference to Exhibit 15(b) of Post-Effective
Amendment No. 11.
       (c) Distribution and Service Plan pursuant to Rule 12b-1 for
Fidelity Union Street Trust II on behalf of Spartan Arizona Municipal Money
Portfolio (currently known as Spartan Arizona Municipal Money Market Fund)
is incorporated herein by reference to Exhibit 15(c) of Post-Effective
Amendment No. 13
(16) A schedule for the computation of 7-day yields and total returns on
behalf of the registrant is incorporated herein by reference to Exhibit 16
of Post-Effective Amendment No. 13
(17) A Financial Data Schedule is filed herein as Exhibit 27.
(18) Not applicable.
Item 25. Persons Controlled by or under Common Control with Registrant
 The Registrant's Board of Trustees is the same as the boards of other
funds managed by Fidelity Management & Research Company. In addition, the
officers of these funds are substantially identical.  Nonetheless,
Registrant takes the position that it is not under common control with
these other funds since the power residing in the respective boards and
officers arises as the result of an official position with the respective
funds.
Item 26. Number of Holders of Securities:  August 31, 1996 
 
Title of Class:  Shares of Beneficial Interest
  Name of Series   Number of Record Holders   
 
Fidelity Daily Income Trust                   63,948   
 
Spartan Municipal Money Fund                  17,313   
 
Spartan Arizona Municipal Money Market Fund   491      
 
Item 27. Indemnification
 Pursuant to Del. Code Ann. title 12 (sub-section) 3817, a Delaware
business trust may provide in its governing instrument for the
indemnification of its officers and trustees from and against any and all
claims and demands whatsoever. Article X, Section 10.02 of the Trust
Instrument states that the Registrant shall indemnify any present trustee
or officer to the fullest extent permitted by law against liability, and
all expenses reasonably incurred by him or her in connection with any
claim, action, suit or proceeding in which he or she is involved by virtue
of his or her service as a trustee, officer, or both, and against any
amount incurred in settlement thereof. Indemnification will not be provided
to a person adjudged by a court or other adjudicatory body to be liable to
the Registrant or its shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of his or her duties
(collectively, "disabling conduct"), or not to have acted in good faith in
the reasonable belief that his or her action was in the best interest of
the Registrant. In the event of a settlement, no indemnification may be
provided unless there has been a determination, as specified in the Trust
Instrument, that the officer or trustee did not engage in disabling
conduct.
 Pursuant to Section 11 of the Distribution Agreement, the Registrant
agrees to indemnify and hold harmless the Distributor and each of its
directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against any
loss, liability, claim, damages or expense arising by reason of any person
acquiring any shares, based upon the ground that the registration
statement, Prospectus, Statement of Additional Information, shareholder
reports or other information filed or made public by the Registrant
included a materially misleading statement or omission. However, the
Registrant does not agree to indemnify the Distributor or hold it harmless
to the extent that the statement or omission was made in reliance upon, and
in conformity with, information furnished to the Registrant by or on behalf
of the Distributor. The Registrant does not agree to indemnify the parties
against any liability to which they would be subject by reason of their own
disabling conduct.
 Pursuant to the agreement by which Fidelity Service Co. ("FSC") is
appointed sub-transfer agent, the Transfer Agent agrees to indemnify
Service for its losses, claims, damages, liabilities and expenses to the
extent the Transfer Agent is entitled to and receives indemnification from
the Registrant for the same events. Under the Transfer Agency Agreement,
the Registrant agrees to indemnify and hold the Transfer Agent harmless
against any losses, claims, damages, liabilities, or expenses resulting
from:
 (1) any claim, demand, action or suit brought by any person other than the
Registrant, which names the Transfer Agent and/or the Registrant as a party
and is not based on and does not result from the Transfer Agent's willful
misfeasance, bad faith, negligence or reckless disregard of its duties, and
arises out of or in connection with the Transfer Agent's performance under
the Transfer Agency Agreement; or
 (2) any claim, demand, action or suit (except to the extent contributed to
by the Transfer Agent's willful misfeasance, bad faith, negligence or
reckless disregard of its duties) which results from the negligence of the
Registrant, or from the Transfer Agent's acting upon any instruction(s)
reasonably believed by it to have been executed or communicated by any
person duly authorized by the Registrant, or as a result of the Transfer
Agent's acting in reliance upon advice reasonably believed by the Transfer
Agent to have been given by counsel for the Registrant, or as a result of
the Transfer Agent's acting in reliance upon any instrument or stock
certificate reasonably believed by it to have been genuine and signed,
countersigned or executed by the proper person.
Item 28. Business and Other Connections of Investment Adviser
 (1)  FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR)
 FMR serves as investment adviser to a number of other investment
companies.  The directors and officers of the Adviser have held, during the
past two fiscal years, the following positions of a substantial nature.
 
<TABLE>
<CAPTION>
<S>                         <C>                                                      
Edward C. Johnson 3d        Chairman of the Executive Committee of FMR;              
                            President and Chief Executive Officer of FMR Corp.;      
                            Chairman of the Board and Director of FMR, FMR           
                            Corp., FMR Texas Inc., FMR (U.K.) Inc., and FMR          
                            (Far East) Inc.; Chairman of the Board and               
                            Representative Director of Fidelity Investments Japan    
                            Limited; President and Trustee of funds advised by       
                            FMR.                                                     
 
                                                                                     
 
J. Gary Burkhead            President and Director of FMR, FMR Texas Inc., FMR       
                            (U.K.) Inc., and FMR (Far East) Inc.; Managing           
                            Director of FMR Corp.; Senior Vice President and         
                            Trustee of funds advised by FMR.                         
 
                                                                                     
 
Peter S. Lynch              Vice Chairman of the Board and Director of FMR.          
 
                                                                                     
 
Marta Amieva                Vice President of FMR.                                   
 
                                                                                     
 
Dwight D. Churchill         Vice President of FMR.                                   
 
                                                                                     
 
John D. Crumrine            Assistant Treasurer of FMR, FMR (U.K.) Inc., FMR         
                            (Far East) Inc., and FMR Texas Inc.; Vice President      
                            and Treasurer of FMR Corp.                               
 
                                                                                     
 
William Danoff              Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Scott E. DeSano             Vice President of FMR.                                   
 
                                                                                     
 
Craig P. Dinsell            Vice President of FMR.                                   
 
                                                                                     
 
Penelope Dobkin             Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
George C. Domolky           Vice President of FMR.                                   
 
                                                                                     
 
Larry A. Domash             Vice President of FMR.                                   
 
                                                                                     
 
Bettina Doulton             Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
Margaret L. Eagle           Vice President of FMR and a fund advised by FMR.         
 
                                                                                     
 
Richard B. Fentin           Senior Vice President of FMR and Vice President of a     
                            fund advised by FMR.                                     
 
                                                                                     
 
Gregory Fraser              Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Jay Freedman                Assistant Clerk of FMR; Clerk of FMR Corp., FMR          
                            (U.K.) Inc., and FMR (Far East) Inc.; Secretary of       
                            FMR Texas Inc.                                           
 
                                                                                     
 
Robert Gervis               Vice President of FMR.                                   
 
                                                                                     
 
David L. Glancy             Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Kevin E. Grant              Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
Michael S. Gray             Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
Lawrence Greenberg          Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
Barry A. Greenfield         Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Boyce I. Greer              Vice President of FMR.                                   
 
                                                                                     
 
Bart Grenier                Vice President of FMR.                                   
 
                                                                                     
 
Robert Haber                Vice President of FMR.                                   
 
                                                                                     
 
Richard C. Habermann        Senior Vice President of FMR; Vice President of funds    
                            advised by FMR.                                          
 
                                                                                     
 
William J. Hayes            Senior Vice President of FMR; Vice President of          
                            Equity funds advised by FMR.                             
 
                                                                                     
 
Richard Hazlewood           Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Fred L. Henning Jr.         Senior Vice President of FMR; Vice President of          
                            Fixed-Income funds advised by FMR.                       
 
                                                                                     
 
John R. Hickling            Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Robert F. Hill              Vice President of FMR; Director of Technical             
                            Research.                                                
 
                                                                                     
 
Curt Hollingsworth          Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
Abigail P. Johnson          Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Stephen P. Jonas            Vice President of FMR; Treasurer of FMR, FMR             
                            (U.K.) Inc., FMR (Far East) Inc., and FMR Texas Inc.     
 
                                                                                     
 
David B. Jones              Vice President of FMR.                                   
 
                                                                                     
 
Steven Kaye                 Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Francis V. Knox             Vice President of FMR; Compliance Officer of FMR         
                            (U.K.) Inc.                                              
 
                                                                                     
 
David P. Kurrasch           Vice President of FMR.                                   
 
                                                                                     
 
Robert A. Lawrence          Senior Vice President of FMR; Vice President of High     
                            Income funds advised by FMR.                             
 
                                                                                     
 
Alan Leifer                 Vice President of FMR.                                   
 
                                                                                     
 
Harris Leviton              Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Bradford E. Lewis           Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
Arthur S. Loring            Senior Vice President, Clerk, and General Counsel of     
                            FMR; Vice President/Legal, and Assistant Clerk of        
                            FMR Corp.; Secretary of funds advised by FMR.            
 
                                                                                     
 
Richard R. Mace Jr.         Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
Malcolm W. MacNaught II     Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Robert H. Morrison          Vice President of FMR; Director of Equity Trading.       
 
                                                                                     
 
David L. Murphy             Vice President of FMR and of funds advised by FMR.       
 
                                                                                     
 
Andrew S. Offit             Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Jacques Perold              Vice President of FMR.                                   
 
                                                                                     
 
Brian S. Posner             Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Anne Punzak                 Vice President of FMR.                                   
 
                                                                                     
 
Kenneth A. Rathgeber        Vice President of FMR; Treasurer of funds advised by     
                            FMR.                                                     
 
                                                                                     
 
Lee H. Sandwen              Vice President of FMR.                                   
 
                                                                                     
 
Patricia A. Satterthwaite   Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Thomas T. Soviero           Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Richard Spillane            Vice President of FMR; Senior Vice President and         
                            Director of Operations and Compliance of FMR (U.K.)      
                            Inc.                                                     
 
                                                                                     
 
Robert E. Stansky           Senior Vice President of FMR; Vice President of a        
                            fund advised by FMR.                                     
 
                                                                                     
 
Thomas Sweeney              Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Beth F. Terrana             Senior Vice President of FMR; Vice President of a        
                            fund advised by FMR.                                     
 
                                                                                     
 
Yoko Tilley                 Vice President of FMR.                                   
 
                                                                                     
 
Joel C. Tillinghast         Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
Robert Tuckett              Vice President of FMR.                                   
 
                                                                                     
 
Jennifer Uhrig              Vice President of FMR and of a fund advised by FMR.      
 
                                                                                     
 
George A. Vanderheiden      Senior Vice President of FMR; Vice President of funds    
                            advised by FMR.                                          
 
</TABLE>
 
 
(2)  FMR TEXAS INC. (FMR Texas)
 FMR Texas provides investment advisory services to Fidelity Management &
Research Company.  The directors and officers of the Sub-Adviser have held
the following positions of a substantial nature during the past two fiscal
years.
Edward C. Johnson 3d   Chairman of the Board and Director of FMR          
                       Texas, FMR, FMR Corp., FMR (Far East) Inc.,        
                       and FMR (U.K.) Inc.; Chairman of the               
                       Executive Committee of FMR; President and          
                       Chief Executive Officer of FMR Corp.;              
                       Chairman of the Board and Representative           
                       Director of Fidelity Investments Japan Limited;    
                       President and Trustee of funds advised by FMR.     
 
                                                                          
 
J. Gary Burkhead       President and Director of FMR Texas, FMR,          
                       FMR (Far East) Inc., and FMR (U.K.) Inc.;          
                       Managing Director of FMR Corp.; Senior Vice        
                       President and Trustee of funds advised by FMR.     
 
                                                                          
 
Robert H. Auld         Vice President of FMR Texas.                       
 
                                                                          
 
Leland C. Barron       Vice President of FMR Texas and of funds           
                       advised by FMR.                                    
 
                                                                          
 
Robert K. Duby         Vice President of FMR Texas and of funds           
                       advised by FMR.                                    
 
                                                                          
 
Robert Litterst        Vice President of FMR Texas and of funds           
                       advised by FMR.                                    
 
                                                                          
 
Thomas D. Maher        Vice President of FMR Texas and Assistant Vice     
                       President of Money Market funds advised by         
                       FMR.                                               
 
                                                                          
 
Scott A. Orr           Vice President of FMR Texas and of funds           
                       advised by FMR.                                    
 
                                                                          
 
Burnell R. Stehman     Vice President of FMR Texas and of funds           
                       advised by FMR.                                    
 
                                                                          
 
John J. Todd           Vice President of FMR Texas and of funds           
                       advised by FMR.                                    
 
                                                                          
 
Sarah H. Zenoble       Vice President of FMR Texas and of Money           
                       Market funds advised by FMR.                       
 
                                                                          
 
Stephen P. Jonas       Treasurer of FMR Texas, FMR (U.K.) Inc.,           
                       FMR (Far East) Inc., and FMR; Vice President       
                       of FMR.                                            
 
                                                                          
 
John D. Crumrine       Assistant Treasurer of FMR Texas, FMR (U.K.)       
                       Inc., FMR (Far East) Inc., and FMR; Vice           
                       President and Treasurer of FMR Corp.               
 
                                                                          
 
Jay Freedman           Secretary of FMR Texas; Clerk of FMR (U.K.)        
                       Inc., FMR (Far East) Inc., and FMR Corp.;          
                       Assistant Clerk of FMR.                            
 
 
Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for most
funds advised by FMR.
(b)                                                                  
 
Name and Principal   Positions and Offices   Positions and Offices   
 
Business Address*    With Underwriter        With Registrant         
 
Edward C. Johnson 3d   Director                   Trustee and President   
 
Michael Mlinac         Director                   None                    
 
Mark Peterson          Director                   None                    
 
Neal Litvack           President                  None                    
 
Arthur S. Loring       Vice President and Clerk   Secretary               
 
Caron Ketchum          Treasurer and Controller   None                    
 
Gary Greenstein        Assistant Treasurer        None                    
 
Jay Freedman           Assistant Clerk            None                    
 
Linda Holland          Compliance Officer         None                    
 
* 82 Devonshire Street, Boston, MA
 (c) Not applicable.
Item 30. Location of Accounts and Records
 All accounts, books, and other documents required to be maintained by
Section 31a of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company or Fidelity Service
Co., 82 Devonshire Street, Boston, MA 02109, or the funds' respective
custodian:  The Bank of New York, 110 Washington Street, New York, N.Y.
(Fidelity Daily Income Trust) and UMB Bank, n.a., 1010 Grand Avenue, Kansas
City, MO (Spartan Municipal Money Fund and Spartan Arizona Municipal Money
Market Fund).
Item 31. Management Services
 Not applicable.
Item 32. Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for the effectiveness of this Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment No.15 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Boston, and Commonwealth of Massachusetts, on the 16th day of
October 1996.
      FIDELITY UNION STREET TRUST II
      By /s/Edward C. Johnson 3d (dagger)
        Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
     (Signature)    (Title)   (Date)   
 
 
<TABLE>
<CAPTION>
<S>                               <C>                             <C>                
/s/Edward C. Johnson 3d(dagger)   President and Trustee           October 16, 1996   
 
    Edward C. Johnson 3d          (Principal Executive Officer)                      
 
                                                                                     
 
</TABLE>
 
/s/Kenneth A. Rathgeber     Treasurer   October 16, 1996   
 
    Kenneth A. Rathgeber               
 
/s/J. Gary Burkhead    Trustee   October 16, 1996   
 
    J. Gary Burkhead               
 
                                                              
/s/Ralph F. Cox              *   Trustee   October 16, 1996   
 
   Ralph F. Cox               
 
                                                          
/s/Phyllis Burke Davis   *   Trustee   October 16, 1996   
 
    Phyllis Burke Davis               
 
                                                             
/s/Richard J. Flynn         *   Trustee   October 16, 1996   
 
    Richard J. Flynn               
 
                                                             
/s/E. Bradley Jones         *   Trustee   October 16, 1996   
 
    E. Bradley Jones               
 
                                                               
/s/Donald J. Kirk             *   Trustee   October 16, 1996   
 
    Donald J. Kirk               
 
                                                               
/s/Peter S. Lynch             *   Trustee   October 16, 1996   
 
    Peter S. Lynch               
 
                                                          
/s/Edward H. Malone      *   Trustee   October 16, 1996   
 
   Edward H. Malone                
 
                                                        
/s/Marvin L. Mann_____*    Trustee   October 16, 1996   
 
   Marvin L. Mann                
 
/s/Gerald C. McDonough*   Trustee   October 16, 1996   
 
    Gerald C. McDonough               
 
/s/Thomas R. Williams    *   Trustee   October 16, 1996   
 
   Thomas R. Williams               
 
(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated December 15, 1994 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated December 15, 1994 and filed herewith.
POWER OF ATTORNEY
 I, the undersigned President and Director, Trustee or General Partner, as
the case may be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                      <C>                                                  
Daily Money Fund                         Fidelity Institutional Tax-Exempt Cash Portfolios    
Daily Tax-Exempt Money Fund              Fidelity Institutional Investors Trust               
Fidelity Beacon Street Trust             Fidelity Money Market Trust II                       
Fidelity California Municipal Trust II   Fidelity Municipal Trust II                          
Fidelity Court Street Trust II           Fidelity New York Municipal Trust II                 
Fidelity Hereford Street Trust           Fidelity Phillips Street Trust                       
Fidelity Institutional Cash Portfolios   Fidelity Union Street Trust II                       
 
</TABLE>
 
in addition to any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individual serves as President and Board Member (collectively, the
"Funds"), hereby severally constitute and appoint J. Gary Burkhead, my true
and lawful attorney-in-fact, with full power of substitution, and with full
power to sign for me and in my name in the appropriate capacity any
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Pre-Effective Amendments or
Post-Effective Amendments to said Registration Statements on Form N-1A or
any successor thereto, any Registration Statements on Form N-14, and any
supplements or other instruments in connection therewith, and generally to
do all such things in my name and behalf in connection therewith as said
attorney-in-fact deem necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and Investment Company Act of
1940, and all related requirements of the Securities and Exchange
Commission.  I hereby ratify and confirm all that said attorneys-in-fact or
their substitutes may do or cause to be done by virtue hereof.
 WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d         December 15, 1994   
 
Edward C. Johnson 3d                                
 
 
POWER OF ATTORNEY
 We, the undersigned Directors, Trustees or General Partners, as the case
may be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                      <C>                                                  
Daily Money Fund                         Fidelity Institutional Tax-Exempt Cash Portfolios    
Daily Tax-Exempt Money Fund              Fidelity Institutional Investors Trust               
Fidelity Beacon Street Trust             Fidelity Money Market Trust II                       
Fidelity California Municipal Trust II   Fidelity Municipal Trust II                          
Fidelity Court Street Trust II           Fidelity New York Municipal Trust II                 
Fidelity Hereford Street Trust           Fidelity Phillips Street Trust                       
Fidelity Institutional Cash Portfolios   Fidelity Union Street Trust II                       
 
</TABLE>
 
in addition to any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individual serves as a Director, Trustee or General Partner (collectively,
the "Funds"), hereby severally constitute and appoint Arthur J. Brown,
Arthur C. Delibert, Robert C. Hacker, Richard M. Phillips, Dana L. Platt
and Stephanie A. Djinis, each of them singly, my true and lawful
attorney-in-fact, with full power of substitution, and with full power to
each of them, to sign for me and my name in the appropriate capacities any
Registration Statements of the Funds on Form N-1A or any successor thereto,
any and all subsequent Pre-Effective Amendments or Post-Effective
Amendments to said Registration Statements on Form N-1A or any successor
thereto, any Registration Statements on Form N-14, and any supplements or
other instruments in connection therewith, and generally to do all such
things in my name and behalf in connection therewith as said
attorneys-in-fact deem necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and Investment Company Act of
1940, and all related requirements of the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact
or their substitutes may do or cause to be done by virtue hereof.
 WITNESS our hands on this fifteenth day of December, 1994.
/s/Edward C. Johnson 3d         /s/Donald J. Kirk              
 
Edward C. Johnson 3d            Donald J. Kirk                 
 
                                                               
 
                                                               
 
/s/J. Gary Burkhead             /s/Peter S. Lynch              
 
J. Gary Burkhead                Peter S. Lynch                 
 
                                                               
 
                                                               
 
/s/Ralph F. Cox                 /s/Marvin L. Mann              
 
Ralph F. Cox                    Marvin L. Mann                 
 
                                                               
 
                                                               
 
/s/Phyllis Burke Davis          /s/Edward H. Malone            
 
Phyllis Burke Davis             Edward H. Malone               
 
                                                               
 
                                                               
 
/s/Richard J. Flynn             /s/Gerald C. McDonough         
 
Richard J. Flynn                Gerald C. McDonough            
 
                                                               
 
                                                               
 
/s/E. Bradley Jones             /s/Thomas R. Williams          
 
E. Bradley Jones                Thomas R. Williams             
 

 
 
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference, into the Prospectuses
and Statements of Additional Information in Post-Effective Amendment No. 15
to the Registration Statement on Form N-1A of Fidelity Union Street Trust
II, of our report dated October 4, 1996 on the financial statements and
financial highlights included in the August 31, 1996 Annual Report to
Shareholders of Spartan Arizona Municipal Money Market Fund (formerly
Spartan Arizona Municipal Money Market Portfolio), and our reports dated
September 27, 1996 on the financial statements and financial highlights
included in the August 31, 1996 Annual Reports to Shareholders of Fidelity
Daily Income Trust and Spartan Municipal Money Fund.
We also consent to the incorporation by reference in this Post-Effective
Amendment, of our reports dated October 4, 1996 on the financial statements
and financial highlights included in the Annual Reports to Shareholders of
Fidelity Union Street Trust: Spartan Arizona Municipal Income Fund
(formerly Spartan Arizona Municipal Income Portfolio), Spartan Aggressive
Municipal Fund, Spartan Municipal Income Fund (formerly Spartan Municipal
Income Portfolio), Spartan Intermediate Municipal Fund, and Spartan
Short-Intermediate Municipal Fund.
We further consent to the references to our Firm under the headings
"Financial Highlights" in the Prospectuses and "Auditor" in the Statements
of Additional Information.  
 
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
October 14, 1996


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000880797
<NAME> Fidelity Union Street Trust II
<SERIES>
 <NUMBER> 11
 <NAME> Spartan Municipal Money Fund
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<S>
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<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000880797
<NAME> Fidelity Union Street Trust II
<SERIES>
 <NUMBER> 21
 <NAME> Fidelity Daily Income Trust
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<S>
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<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000880797
<NAME> Fidelity Union Street Trust II
<SERIES>
 <NUMBER> 31
 <NAME> Spartan Arizona Municipal Money Market Portfolio
<MULTIPLIER> 1,000
       
<S>
<C>
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